April 4, 2016
SEC-OGC OPINION NO. 07-16
RE: QUORUM; MAJORITY
Calderon Davide Trinidad Tolentino & Castillo
Lower Level
Waterfront Cebu City Hotel
One Salinas Drive, Lahug, Cebu City
Attention: Joselito Ramon O. Castillo
Aaron L. Tampon
Gentlemen :
This refers to your letter dated 17 August 2015, requesting for a legal opinion on whether the by-laws of a non-stock corporation can provide therein that a mere majority of the three (3) original members of the Board of Trustees shall constitute a quorum, when there is in fact five (5) members of the Board of Trustees, the two (2) others being nominated and appointed by the three (3) original members.
You stated in your letter that the Board of Trustees of your client corporation should have five (5) members, two (2) of whom will be nominated and appointed by the three (3) original members. Further, you mentioned that Section 2, Article I of your client's Amended By-laws provides that only a majority of the three (3) original members of the Board shall be necessary at all meetings to constitute a quorum.
Hence, your query, which we answer...
