Mr. Rolando P. Asuncion

February 6, 1989 Mr. Rolando P. Asuncion Artist Features Syndicate, Inc. Ground Floor, Marcelo Bldg., 880 Quezon Avenue Quezon City Sir : This refers to your letter dated January 25, 1989, requesting the opinion on the query posed therein. It appears therein that Artist Features Syndicate, Inc. was organized on September 23, 1987 but was registered with the SEC only on January 13, 1989. Before its registration, the corporation has elected the members of the Board of Directors/Officers and had since assumed their respective positions up to the present. Your query is whether there is a need or necessity of electing new set of Officers of the corporation. Section 14(7) of the Corporation Code provides that the incorporating directors "shall act as directors or trustees until the first regular directors or trustees are duly elected and qualified in accordance with this Code." Therefore, the incorporating directors are intended to be changed by the regularly elected directors during the first organizational meeting of the corporation. Section 25 of the Code further provides that "immediately after their election, the directors of a corporation must formally organize by the election of a president who shall be a director, a treasurer who may not be a director, a secretary who shall be a resident and citizen of the Philippines, and such other officers as may be provided for in the by-laws". On the basis of the foregoing provisions of the Corporation Code, your query is answered in the affirmative. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman