Mr. Pishoo B. Mahibubani

October 4, 1991 Mr. Pishoo B. Mahibubani Filipino-Indian Chamber of Commerce (Philippines), Incorporated Suite 501 Campos Rueda & Sons Bldg. 101 Urban Avenue, Makati, Metro Manila S i r : This refers to your letter dated September 18, 1991 requesting opinion on the query posed therein. cdlex As stated, the present Board of Filipino-Indian Chamber of Commerce (Phil.), Inc. was elected by acclamation in the last Chamber's election held on March 20, 1991. Said election became subject to protest that was filed with the SEC. Named respondents in said complaint were members of the Comelec, the President of the out-going Board and members of the incumbent Board. The case was amicably settled and judgment by compromise agreement was rendered on July 9, 1991 wherein it was agreed to conduct new elections for the Board. The Board would like to schedule the election as soon as possible in order to comply with they compromise agreement. However, the Board has to resolve first the issue of irregular application of criteria by the Comelec in determining the qualifications of the candidates. Refusal by the Comelec to answer legitimate queries of the Board has raised the issue of defiance and disrespect to the authority of the Board. The Board feels that if the Comelec will not comply with its demands, it may be left with the alternative of asking the members of the Comelec to tender their resignation or replace them for failure to discharge their duties fairly and equitably. Your query is, whether under the above circumstances the Board has the power to appoint new set of members of the Comelec in order to proceed with the election to comply with the compromise agreement. The manner and procedure to be followed in elections are usually embodied in the by-laws. The pertinent provision of the by-laws of subject corporation provides: " Thirty (30) days before the election of the members of the Board, the President, with the approval of the Board, shall appoint a committee composed of a Chairman and two (2) members from among the qualified members of the Chamber to take charge of the election . . .; (emphasis supplied) The above-provision, requires the appointment of members of the Comelec to take charge of the election of the Chamber 30 days before the scheduled election. Likewise, in the Judgment by Compromise Agreement, it is stated: "(2) The parties agree that for the purpose of the new elections, a new set of members of the Committee on Elections should be appointed." (Emphasis supplied) Thus, pursuant to the foregoing provisions, a new set of members of the Comelec to take charge of the coming new elections to comply with the Compromise Agreement shall be appointed by the appointing authority as provided for under the aforecited provision of the by-laws of the Chamber. LexLib Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman