Atty. Alexander G. Amor

September 21, 1984 Atty. Alexander G. Amor Rms. 245-246 Matiao Building Dumaguete City Sir : This has reference to your letter dated September 1, 1984 requesting the opinion of this Commission on whether the articles of incorporation or by-laws of a stock corporation can be amended to allow a majority stockholder to appoint a third party, not a stockholder, to be a member of the Board of Directors. The pertinent provision of the Corporation Code provides: "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 stock 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. Every directors must own at least one (1) share of the capital stock of the corporation of which he is a directors, which share shall stand in his name on the books of the corporation. Any director who ceases to be the owner of at least one (1) share of the capital stock of the corporation of which he is a director shall thereby cease to be a director . Trustees of non-stock corporations must be members thereof. A majority of the directors or trustees of all corporations organized under this Code must be residents of the Philippines." (emphasis supplied). In view of the above specific provision, the answer to your query is, therefore, in the negative. Please be advised accordingly. LibLex Very truly yours, (SGD.) MANUEL G. ABELLO Chairman