Col. Pedro A. Aymundoo (Ret.)

March 7, 1996 Col. Pedro A. Aymundoo (Ret.) 2nd Flr. Margarita Bldg. cor. J.P. Rizal and Cardona Sts.,Makati City, Metro Manila S i r : This refers to your letter dated February 6, 1996 inquiring on the proper interpretation of Article III, Section 6 of the By-laws of ARMSVIP Security and Development, Inc. pertaining to the required " quorum " of the Board of Directors ,particularly on the phrase " except for the election of officers which shall require the vote of a majority of all members of the Board". The above-cited by-law provision requires that the vote necessary to elect the officers of the corporation is majority of the entire number of the board, not merely majority of the required quorum. In other words, while in any other corporate transaction ,what is required to carry it out is merely "majority vote of the required quorum ",in the election of officers ,what is required is " majority vote of the entire number of the Board of Directors as fixed in the articles of incorporation ". Thus, if you apply the above by-law provision, the required votes in the election of officers of subject corporation is majority of the seven (7) members of the Board as fixed in its Articles of Incorporation. In other words, four (4) out of the seven (7) members of the board must cast their votes in favor of a candidate before he/she can be deemed elected as officer. The above by-law provision conforms with Section 25 of the Corporation Code which provides in part: "SECTION 25. Corporate officers, quorum . ... ...Unless the articles of incorporation or the by-laws provide for a greater majority, a majority of the number of directors or trustees as fixed in the articles of incorporation shall constitute a quorum for the transaction of corporate business, and every decision of at least a majority of the directors or trustees present at a meeting at which there is a quorum shall be valid as a corporate act, except for the election of officers which shall require the vote of a majority of all the members of the board ." (Emphasis supplied) prcd Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner