Mr. Teodoro K. Cabrieto

July 26, 1989 Mr. Teodoro K. Cabrieto St. Anthony Nova School Amparo Village, Novaliches Kaloocan City Sir : This refers to your letter, dated July 10, 1989, requesting the opinion of this Commission on the query posed therein relative to the interpretation and application of Article VI.4 of the amended by-laws of St. Anthony Nova School, Inc. quoted hereunder: LexLib " Vote Voting at all meetings of the stockholders shall by share of stocks and not per capita." Your query is, whether the aforecited provision also applies in the election of officers of the corporation referred to in Article III.1 of the same by-laws. It is your contention that the officers mentioned therein shall be elected on the basis of the shareholdings of each of the seven members of the Board of Directors. In the case of the election of the members of the Board , Section 24 of the Corporation Code fixes the required votes necessary for their election which is based on the number of shares represented which shares must always form part of the outstanding capital stock. The law provides, thus: "SECTION 24. Election of directors or trustees . At all elections of directors or trustees, there must be present either in person or by representative authorized to act by written proxy, the owner of majority of the outstanding capital stock, ....In stock corporation, every stockholder entitled to vote shall have the right to vote in person, or by proxy the number of shares of stock standing, at the time fixed in the by-laws ,in his own name on the stock books of the corporation, or where the by-laws are silent, at the time of the election; and said stockholder may vote such number of shares for as many persons as there are directors to be elected or he may cumulate said shares and give one candidate as many votes as the number of his shares shall equal, or he may distribute them on the same principle among as many candidates as he shall see fit: Provided, that the total number of votes cast by him shall not exceed the number of shares owned by him as shown in the books of the corporation multiplied by the whole number of directors to be elected. ..." (emphasis supplied) However, insofar as the election of officers concerned, the Corporation Code provides: "SECTION 25. Corporate officers, quorum . ....Unless the articles of incorporation or the by-laws provide for a greater majority, a majority of the number of the director or trustees as fixed in the articles of incorporation shall constitute a quorum for the transaction of corporate business, and every division of at least a majority of the directors or trustees present at a meeting at which there is a quorum shall be valid as a corporate act, except for the election of officers which shall require the vote of a majority of all the members of the board . ...(emphasis supplied). It is very clear from the aforecited provision that the vote necessary to elect the officers of the corporation is majority of the entire number of the board .Thus, applying the aforecited provision of law, the required votes in the election of officers of subject corporation is majority of the seven (7) members of the Board as fixed in the articles of incorporation. In other words, four (4) out of the seven (7) members of the board must cast their votes in favor of a candidate before he or she can be deemed elected. Please be advised accordingly. Very truly yours, (SGD.) RODOLFO L. SAMARISTA Associate Commissioner