Mr. Alfredo P. Palmiery

June 24, 1998 Mr. Alfredo P. Palmiery Philippine Association of Recruitment Agencies Deploying Artists, Inc. (PARADA) 2/F 1253 R. Apolinario St. cor. EDSA Bangkal, Makati City S i r : This refers to your letter dated June 1, 1998 inquiring whether the outgoing officers of your association (PARADA) can continue serving as such until the resolution of the alleged electoral protest on the outcome of the 1998 annual election of the association and until the election of a new set of officers. As a general rule, the directors/officers shall serve only for the term of office as fixed in the by-laws. However, in case of failure to elect a new set of directors/officers, the incumbents may continue their functions until their successors are duly elected and qualified. This " hold-over principle " is sanctioned under Section 23 of the Corporation Code, quoted in part hereunder: "SECTION 23. The board of directors or trustees . Unless otherwise provided in this Code, the corporate powers of all corporations formed under this Code shall be exercised, all business conducted and all property of such corporation controlled and held by the board of directors or trustees to be elected from among the holders of stocks, or where there is no stock from among the members of the corporation, who shall hold office for one (1) year and until their successors are elected and qualified . xxx xxx xxx." (Emphasis supplied) It has to be emphasized however that a " hold-over " situation arises only when no successors are elected due to valid and justifiable reasons .On the presumption that the situation alleged in your letter is true, the association may apply the above hold-over principle. Very truly yours, (SGD.) PERFECTO R. YASAY, JR. Chairman