Atty. Arsenio G. Bonifacio II

April 1, 1986 Atty. Arsenio G. Bonifacio II 642-D Mayon Street, Quezon City Sir : This has reference to your letter dated March 14, 1986 requesting for the opinion of this Commission on the following queries: 1. According to its charter is it legal for the Philippine Medical Association, Inc. (PMA) to have 17 members in its Board of Governors? 2. How many governors may the Philippine Medical Association, Inc. have in its Board of Governors according to its charter and according to law? 3. Is it legal and/or correct for governors who are elected President and Vice President to relinquish and/or vacate their position as governor for their district? Anent your query No. 1, the pertinent provisions of the New By-Laws of PMA are quoted as follows: "Article VII, Section 2. The Board shall be composed of governors, i.e.,the President, the Vice-President and one governor for each district." "Article XIII, Section 2. The Philippine Medical Association shall be divided into 15 districts." "Article VIII, Section 2. The President and Vice-President shall be elected by the Board of Governors from among themselves." From the aforequoted provisions, it is clear therefore that the Board of Governors is composed of Fifteen (15) governors coming from Fifteen (15) Districts who shall elect the President and Vice President from among themselves. LexLib While it may appear from a reading of Article VII, Sec. 2 that the composition of the Board of Governors is seventeen (17) this does not hold true however in the light of the aforequoted Article VIII, Sec. 2. Regarding your query no. 2, we need not answer the same in view of our previous answer. With respect to your third query, an examination of your new By-Laws discloses that there is no provision requiring the President and Vice President to relinquish and or vacate their position as governor for their district. Section 25 of the Corporation Code provides, thus: "SECTION 25. Corporate officers, quorum . Immediately after their election, the director of a corporation must formally organize by the election of a president, who shall be a director, ...and such other officers as may be provided for in the by-laws. ... "The director or Trustees and officers to be elected shall perform the duties enjoined on them by law and by the by-laws of the corporation. xxx xxx xxx" Applying the above-quoted provision in your case, your Board of Governors after its election, is enjoined to organize by the election of President and Vice-President. By their election as President and Vice-President, said officers do not cease to be directors or Governors of the association. Please be advised accordingly. cdlex Very truly yours, (SGD.) MANUEL G. ABELLO Chairman