Ms. Jane F. Suarez Jo

April 23, 1984 Ms. Jane F. Suarez Jo 8 East Maya Philamlife Homes Quezon City Madam: This refers to your letter dated March 26, 1984 requesting for the opinion of this Commission on the query posed therein. LexLib It appears that on March 10, 1984 the PHILIPPINE DEPARTMENT OF THE AMERICAN LEGION conducted an election to fill the unexpired term of the Department Commander in accordance with Sec. 26, Article VI of its by-laws. A certain Ernesto P. Golez, a Department Officer holding the position of National Executive Committee man for a two-year term was elected as Department Commander. You want to know whether elected Department Officers are qualified to be candidates to the position of Department Commander. Section 47 of the Corporation Code provides as follows: "SECTION 47. Contents of by-laws . Subject to the provisions of the Constitution, this Code, other special laws, and the articles of incorporation, a private corporation may provide in its by-laws for: xxx xxx xxx 5. The qualifications, duties and compensation of directors or trustees, officers and employees; xxx xxx xxx 7. The manner of election or appointment and the term of office of all officers other than the directors or trustees;" (emphasis supplied) xxx xxx xxx The qualifications and duties of corporate officers as well as the manner of their election, therefore, are provided for in the by-laws of the corporation. LibLex A verification of the records of "The American Legion of the Philippines, Inc.",the corporation referred to in your letter, however, disclosed that the same failed to file its by-laws. We, therefore, have no basis on which to render opinion relative to your query. Nevertheless, it is advised that under Section 25 of the Corporation Code, an officer may hold two or more compatible positions . The law partly provides, thus: "SECTION 25. Corporate officers, quorum . ... Any two (2) or more positions may be held concurrently by the same person, except that no one shall act as president and secretary or as president and treasurer at the same time." (emphasis supplied) xxx xxx xxx Please be advised accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman