Atty. Eduardo de los Angeles

October 7, 2003 SEC OPINION NO. 48-03 Atty. Eduardo de los Angeles c/o Romulo Mabanta Buenaventura Sayoc & De los Angeles 30th Floor, Citibank Tower 8741 Paseo de Roxas Makati City S i r : This refers to your letter of 03 October 2003 requesting opinion on whether an ex-officio member of a Board of Governors in a non-profit, non-stock organization can be designated Chairman of the Board. Firstly, you stated that the Management Association of the Philippines, a non-profit, non-stock civic organization intends to amend its by-laws to provide for a Chairman of its Board of Governors. Such Chairman shall be the immediate past president who at the time of his designation as chairman shall be a non-voting member of the Board if his term as Governor has expired or a voting member of the Board if his term as Governor has not yet expired. Secondly, it is also your contention that since the Corporation Code requires only the President to be a member of the Board, the other officers of the corporation such as the Vice-Chairman, Vice-President(s), Corporate Secretary and Treasurer need not be members of the Board. In response to the first situation as above stated, the Commission is of the opinion that an ex-officio member of the Board may be designated as the Chairman of the Board so long as the Chairman is not a part or one of the nine (9) members of the Board of Governors. ICcaST On the second situation, the Commission holds that aside from the president who must be a member of the Board, 1 all other officers need not be members thereof. The only exception is when the by-laws itself provides that these particular officers (Chairman, Vice-President(s), Corporate Secretary and Treasurer) must be elected from among the members of the Board. Please be guided accordingly. aCTADI Very truly yours, (SGD.) VERNETTE G. UMALI-PACO General Counsel Footnotes 1. Section 25, Corporation Code of the Philippines, as amended.