Faustino B. Barde, Jr. vs. Carolina B. Guico

[SEC-SICD * CASE NO. 08-98-6058. November 19, 1998.] FAUSTINO B. BARDE, JR.,in his Capacity as Secretary of Lupang Pangarap ng San Jose, Bian, Laguna , complainant , vs .CAROLINA B. GUICO, in her capacity As President of the Association , respondent . D E C I S I O N The instant case prays that respondent be directed to call for an election as soon as possible, under the supervision of the Commission. In support thereof, petitioner alleges, inter alia, that in the organizational meeting of the Association held on March 4, 1997 at Bian, Laguna, the petitioner was duly elected Secretary while the respondent was elected President for a term of one (1) year to expire on March 5, 1998; that likewise the term of office of other officers have already expired; that despite repeated demands from the members, respondent refused to call and hold elections; that in her desire to perpetuate herself in power, respondent has been dismissing duly elected officers from their position and replaced them with her followers. Summons was served upon the respondent to file her answer thereto. Despite the time given, respondent failed to file an answer within the reglementary period. Upon motion of the petitioner, respondent was declared in default. Thereupon the hearing was set for the presentation of petitioner's evidence ex-parte. Petitioner was able to establish the fact that pursuant to the by-laws of the association particularly Section 2 Article III, the officers shall hold office for one (1) year until their successors are duly elected and qualified. It appears that despite repeated demands to call for an election, respondent obstinately refused to do so in violation of the by-laws of the association. Basic is the rule that the term of office of the officers or directors of a corporation is generally fixed by the charter or general law or by the by-laws of the corporation. If the charter or by-laws fixes their tenure, its provisions, of course, are controlling. In this connection, Section 2 Article III of the by-laws of the association provides: "The term of office of officers all officers of the association shall hold office for one (1) year and until their successors are duly elected and qualified." Thus, since the Corporation Code of the Philippines and the association's by-laws require that officers be elected annually, the election of officers must be held once a year, almost without exception, provision is made not only for the election of officers but also the directors annually. (Fletcher Cyclopedia Corporation, Sec. 334 p. 90) WHEREFORE, in the light of the foregoing, respondent Carolina B. Guico is hereby directed to call a special members meeting for the election of the board of trustees and officers of the association with appropriate notice to all the members in accordance with its by-laws within ten (10) days from receipt hereof. Further, to insure orderly and peaceful election, the same shall be under the supervision of this Commission. SO ORDERED. (SGD.) ENRIQUE L. FLORES, JR. Hearing Officer