Mr. Homobono B. Calleja, M.D.

February 7, 1992 Mr. Homobono B. Calleja, M.D. Philippine Medical Association PMA Bldg.,North Avenue Quezon City S i r : This refers to your letter dated February 3, 1992 inquiring whether the proposal to elect the members of the Board of Governors of the Philippine Medical Association (PMA) by region is consistent with SEC Rules and Regulations relative to non-stock, non-profit organization. The pertinent provision of the Corporation Code provides in part: "SECTION 24. Election of directors or trustees . At all elections of directors or trustees ,there must be present ,either in person or by representative authorized to act by written proxy, the owners of the majority of the outstanding capital stock, or if there be no capital stock, a majority of the members entitled to vote ...." (Emphasis supplied) It is clear from the aforequoted provision of law that for the election of the members of the Board of a non-stock corporation, it is necessary that at least a majority of all the members entitled to vote must be present at the meeting held for the purpose. Likewise, the same Code provides: "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 7. The manner of election or appointment and the term of office of all officers other than directors or trustees ;..." (Emphasis supplied) In view of the foregoing, PMA cannot adopt the aforesaid method of electing its Board of Governors wherein the members of the association in each region shall elect independently and separately one member of the Board, such procedure being violative of the aforecited provisions of the Corporation Code. Please be advised accordingly. Very truly yours, (SGD.) RODOLFO L. SAMARISTA Associate Commissioner