Dr. Virgilio R. Oblepias

June 5, 1986 Dr. Virgilio R. Oblepias President, Philippine Association for the Study of Sterilization, Inc. IMCH Building, 4th Floor 11 Banawe St.,Quezon City Sir : This has reference with your letter dated April 17, 1986 requesting the opinion of this Commission on the query posed therein. The Philippine Association for the Study of Sterilization, Inc.,a non-stock corporation, provides in its by-laws that the annual meeting for the election of the members of the board shall be held on the third Saturday of February of every year. You claim, however, that the association failed to meet last February, 1986 because of certain developments in the country and because many officers of the association were then abroad. Your predicament at present is that as per the by-laws of the association, the members of the board shall hold office for a period of only one (1) year such that their continued stay in office after February, 1986, creates an abnormal situation because it contravenes the provision of said by-laws. cdll Your query, therefore, is: How can you legalize the hold-over by the members of the board of trustees up to the time when you can hold your annual meeting again. Directors, trustees or other officers of the corporation, elected or appointed for a certain time, may hold-over after the expiration of their term until their successors are elected or appointed (Sec. 334, 2 Fletcher 135). This hold-over principle is likewise sanctioned under the provisions of the Corporation Code which provides: "SECTION 23. The board of directors or trustees . Unless otherwise provided in this Code, the corporate powers of all corporations formed under this code shall be exercised, all business conducted and all property of such corporations controlled and held by the board of directors or trustees to be elected from among the holders of stock, or where is no stock, from among the members of the corporation who shall hold office for one (1) year and until their successors are elected and qualified .(Emphasis ours) Under the circumstances stated in your letter, therefore, the hold-over by the present members of the board is legal and valid. However, please be advised that it is a sound corporate practice if the association should call a special membership meeting for the purpose of electing a new set of members of the board to replace those whose terms have already expired. prcd Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman