Mrs. Jean P. Reyala RN, BSN, MPH

January 25, 2001 MRS. JEAN P. REYALA RN, BSN, MPH President - National League of Government Nurses, Inc. San Lazaro Compound, Rizal Avenue Sta. Cruz, Manila Dear Mrs. Reyala, This is reply to your letter dated October 30, 2000, requesting our opinion as to whether or not three or more members of the present officers and board of directors of your association can be retained as such officers/directors for continuity. We answer in the negative. The officers/directors of a corporation/association shall hold office only for a fixed and definite term. The by-laws of the association provide: "Sec. 2. Term Of Office The term of office of the board of directors shall be for a period of two years. Board of Directors are allowed re-election only after two years have elapsed since his/her last term. From the aforequoted by-laws provision, it is clearly shown that the directors of the association shall hold office only for a fixed term of two years. Further, the reelection of directors is allowed only after the lapse of two years from the last term of the directors/officers. Therefore, the retention of the three board members for continuity as mentioned in your letter is not legally feasible, and would be in violation of the by-laws of the association. Election of directors/trustees must be regularly conducted in accordance with the by-laws of the corporation/association. For that manner, the articles of incorporation can not validly provide that the directors named therein shall act as such until they become incapacitated, resign, or die (Lopez, Corporation C od e, annotated, p. 387 citing State v. Anderson). The rationale being, to protect the corporation as well as the public dealing with it so that if an improvident or wrongful act is committed by a board of directors, the subsequent board can redress or prevent the perpetuation of the wrong, and thereby protect its stockholders/members, . . . and the public dealing with it (supra, p. 387). Further, Sec 23 of the Corporation Code of the Philippines requires that the board of directors are to be elected by the stockholders/members of the corporation/association. They can not be merely appointed by its incumbent offices or members. Very truly yours, (SGD.) FE ELOISA C. GLORIA Commissioner