Mr. Magtanggol A. Marzan

September 21, 1989 Mr. Magtanggol A. Marzan Committee on Education Arts and Culture Senate Philippine Veterans Bank Bld., Port Area, Manila Sir : This refers to your letter dated September 7, 1989, requesting for comments of the Commission on Senate Bill No. 1156, entitled "An Act Restoring the Management and Control of the Philippine Public School Teachers Association to the Association Members Through Their Duly Elected Officers and Board of Directors". LexLib Almost universally, the management of the corporation is vested by a general statute or charter provision in the Board of Directors or Trustees . In such case, the power so vested in the directors must be exercised by them. (5 Fletcher, Cyc. Corp. 1976 Rev. Vol., sec. 2097, at 401). The pertinent provision of the Corporation Code of the Philippines provides, thus: "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 stocks or where there 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 supplied). The management of the affairs of corporations organized under the Corporation Code is therefore vested in the board of directors or trustees duly elected by the stockholders or members of the corporation. In the case of PPSTA, the management of the association has been placed under the control of the Minister (now Secretary) of Education and Culture pursuant to LOI No. 860, dated May 16, 1979. Under the said Letter of Instruction, the Secretary of Education and Culture was expressly directed to take over the management and control of the association which were originally vested in the Board of Directors, and institute reforms therein, as well as take other actions as may be necessary to insure the stability and continued operation of the association. A perusal of Senate Bill No. 1156 clearly shows the intention of restoring the management and control of the PPSTA to the duly elected board of directors/officers of the association which is in keeping with Section 23 of the Corporation Code. In view thereof, we do not interpose any objection to the said Senate Bill. prcd Very truly yours, (SGD.) RODOLFO L. SAMARISTA Associate Commissioner