Philippine Register of Shipping, Inc.

July 9, 1992 Philippine Register of Shipping, Inc. c/o Mr. Leopoldo T. Del Rosario Rm. 507, SMS Building II 120 Juan Luna, Binondo, Manila S i r : This refers to your letter of July 1, 1992 requesting this Commission to reconsider the deletion of the staggered tenure of office of the members of the board of trustees of your corporation which was allegedly included in the deleted portion of your amended By-laws quoted hereunder: "The Board of Trustees shall select twenty (20) RENAMARE members in accordance with ARTICLE II, Section 3 of this By-laws. Ten (10) of which shall serve for one (2) year, the other ten (10) shall serve for two (2) years. In case any vacancy occurs during their tenure, the Board of Trustees may select a new Trustee to serve the remaining term." The pertinent provision of the Corporation Code provides: "SECTION 92. Election and term of trustees . Unless otherwise provided in the articles of incorporation or the by-laws ,the board of trustees of non-stock corporations ,which may be more than fifteen (15) in number as may be fixed in their articles of incorporation or by-laws, shall, as soon as organized, so classify themselves that the term of office of one-third (1/3) of their number shall expire every year; and subsequent elections of trustees comprising one-third (1/3) of the board of trustees shall be held annually and trustees so elected shall have a term of three (3) years. Trustees thereafter elected to fill vacancies occurring before the expiration of a particular term shall hold office only for the unexpired period. ..." (Emphasis supplied) The aforecited provisions allow a staggered term of the members of the Board of Trustees of non-stock corporations and the above staggered arrangement may be modified by the articles of incorporation or by-laws. This means that the term or percentage of trustees composing a group may vary under the articles of incorporation or by-laws. It has to be emphasized, however, that while staggered term is allowable, the members of the board should always be elected in accordance with Section 24 of the Corporation Code and any vacancy thereof shall be filled in accordance with Section 29 of the same Code. Should the Corporation desire to adopt a staggered term of the board of trustees, it should amend its by-laws in accordance with Section 48 of the Corporation Code. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman