Philippine Social Science Council, Inc.

October 29, 1985 Philippine Social Science Council, Inc. c/o Mr. Placido G. Lazaro Don Mariano Marcos Avenue U.P. Diliman, Quezon City Gentlemen: This refers to your letter dated October 14, 1985 inquiring whether an immediate past Chairman sitting as an ex-officio member of the Board for the present year is eligible for nomination and election as member of the Board of the Philippine Social Science Council, Inc. for the calendar years 1986 and 1987. cdll You alleged that said immediate past Chairman was elected to the Executive Board for the years 1983 and 1984. She served as the Vice Chairman in 1983 and then as Chairman in 1984. You contend that with the intervening year 1985 wherein she sat only as Ex-Officio member of the Board, there is no impediment for her now to be nominated and elected to the board for the term 1986 and 1987, respectively. Article IX of your by-laws provides in part: "ARTICLE IX. Nominations and Elections : "SECTION 1. Election . ... ...They shall be elected for a term of one year and shall not be eligible for immediate reelection ." (Emphasis supplied). The word "immediate" is defined in Meriam-Webster Dictionary as "acting or being without the intervention of another object, cause or agency" or "having no individual intervening".The phrase "immediate reelection" therefore refers to the reelection following the year during which the director was elected. As to the status of "ex-officio director", the Corporation Code is silent on the subject. The term "ex-officio director" means a person who becomes a director of a corporation because of his title to an office, and not because of an election by the stockholders or members. Such a right is ordinarily granted by statute and since an "ex-officio director" will have the rights and privileges of a director except the manner of his coming to Office it is believed that such position cannot, be provided for in the by-laws." ( SEC Opinion dated August 24, 1962 addressed to Atty. Nicanor Jacinto, Jr. ).Her status therefore is only as an honorary member of the Board. Thus, if she was not elected as member of the board for the year 1985, she qualifies for nomination and election as director for the year 1986. However, inasmuch as the term of office of the Board, as prescribed in the by-laws, is only for one (1) year, once elected as director in 1986, she cannot be reelected to the same office in the succeeding year 1987. Please be advised accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman