A Philippine Legal Article

In Philippine law, the election of the president of a non-stock, non-profit corporation is governed primarily by the corporation’s articles of incorporation, bylaws, and the Revised Corporation Code of the Philippines. The question often sounds simple—“How is the president elected?”—but in practice it sits at the intersection of corporate membership rights, board authority, internal governance rules, quorum requirements, term limits, vacancy rules, and regulatory oversight by the Securities and Exchange Commission.

This article explains the full legal framework, the usual process, the common variations, the limits of board and member power, and the disputes that arise in actual Philippine non-stock governance.

I. The basic rule: who elects the president?

In a Philippine non-stock, non-profit corporation, the president is generally elected by the board of trustees from among themselves, unless the bylaws validly provide otherwise within the bounds of the law.

That is the starting point. A non-stock corporation has trustees instead of directors, but the governance structure is broadly parallel to that of stock corporations. The trustees are the governing body. The corporation’s officers typically include at least a president, treasurer, and secretary, together with such other officers as may be provided in the bylaws.

The important distinction is this:

Members usually elect the trustees
Trustees usually elect the president

So, in ordinary corporate structure, the members do not directly elect the president unless the governing documents validly create a different mechanism consistent with the Code.

II. Why the distinction matters in non-stock corporations

Non-stock, non-profit corporations in the Philippines are used for a wide variety of purposes: religious organizations, educational institutions, professional associations, homeowners’ associations, foundations, clubs, trade groups, charities, civic organizations, and other membership-based or mission-based entities.

Because these corporations do not issue capital stock, corporate control is not based on share ownership. Instead, control is usually exercised through:

Membership rights
Election of trustees
Board action
The bylaws and internal rules
SEC supervision and applicable special laws

That is why controversies over the presidency often become governance controversies. The title “president” may suggest the top authority, but legally the president is still an officer subject to the corporation’s charter, bylaws, and the board’s lawful actions.

III. Primary legal sources

The election of the president in a Philippine non-stock, non-profit corporation is mainly determined by the following:

1. The Revised Corporation Code

This sets the default corporate framework for:

non-stock corporations
trustees
meetings
quorum
elections
officers
vacancies
bylaws
corporate powers

2. The Articles of Incorporation

The articles identify the corporation’s nature, purpose, principal office, trustees, and other foundational matters. They do not usually give the detailed election procedure for the president, but they can affect governance structure.

3. The Bylaws

The bylaws are the most important practical source. They usually specify:

who the officers are
qualifications for president
who elects the president
term of office
when election is held
removal rules
vacancy procedure
notice and quorum rules

4. Special laws or regulatory frameworks

Certain entities are subject to additional laws or agency regulations, such as:

educational institutions
religious corporations
homeowners’ associations
NGOs with special accreditation
foundations with donor restrictions
entities with government recognition or supervision

Where special law applies, the corporation must comply with both the Corporation Code framework and the special regime.

IV. The normal sequence of election

The ordinary sequence in a non-stock, non-profit corporation is:

Step 1: Election of trustees

The members entitled to vote elect the trustees during the regular meeting for election, usually the annual meeting, in accordance with the articles, bylaws, and the Code.

Step 2: Organization of the board

After the trustees are elected, the board convenes an organizational meeting.

Step 3: Election of officers

At that organizational meeting, the trustees elect the officers of the corporation, including the president, unless the bylaws provide a specific time or method.

Step 4: Assumption of office

The elected president assumes office for the term stated in the bylaws or until a successor is duly elected and qualified, depending on the governing rule.

This means that the presidency normally depends first on the validity of the trustees’ election. If the election of trustees is defective, the election of the president may also be vulnerable.

V. Must the president be a trustee?

As a general corporate rule in the Philippines, the president must be a member of the board. In a non-stock corporation, that means the president is ordinarily elected from among the trustees.

This is a critical point. A person who is merely a member of the corporation, but not a trustee, is generally not qualified to be elected president unless a lawful exception exists. In ordinary non-stock governance, the president is not an outsider to the board.

This requirement reflects the president’s role as the corporation’s chief executive or principal executive officer under board authority.

VI. Can the members directly elect the president?

Usually, no. In the usual non-stock structure, the members elect trustees, and the trustees elect the president.

But this issue must always be checked against the bylaws. Some organizations informally behave as though the “general assembly” elects the president directly. That practice can be legally problematic if the bylaws and the Code contemplate board election of officers.

Where the governing documents are inconsistent with law, the statutory rule prevails. Where the documents are silent, the default corporate rule applies. Where the documents validly allocate the internal process, that internal rule governs so long as it does not conflict with mandatory law.

A common source of dispute is when longstanding organizational custom conflicts with the actual bylaws. In corporate law, practice does not automatically amend the bylaws. Repeated custom cannot cure a process that is legally defective.

VII. Members’ role in the presidency, even if they do not elect the president

Even if members do not directly vote for president, they often still control the presidency indirectly.

They do so by electing the trustees. Since the president is generally chosen from among the trustees, the members can influence who becomes president by determining who sits on the board.

In many non-stock corporations, elections are politically structured around “slates” or “tickets.” Members vote for trustees, and the winning bloc then elects one of its trustees as president.

So while the legal act of electing the president usually belongs to the board, the practical power may begin with the membership.

VIII. Qualifications of the president

The qualifications of the president are usually found in the bylaws. Common qualifications include:

must be a duly elected trustee
must be a member in good standing
must not be disqualified under law
must not have conflicting interests
must meet residency, tenure, or sectoral requirements if imposed by the bylaws
must not be under suspension or disciplinary sanction

If the bylaws impose qualifications, they are binding so long as they are lawful, reasonable, and not contrary to the Code or public policy.

An election can be challenged if the person elected president lacked the qualifications required by the bylaws at the time of election.

IX. Disqualifications and incapacity

A person may be unable to serve as president where there is:

legal disqualification under corporate or special law
loss of membership, where membership is required
invalid trusteeship
conflict of interest severe enough to affect eligibility under the bylaws
judicial or administrative order
incapacity to serve
prohibition in the articles or bylaws

Where the person loses the qualification after election, the office may become vacant automatically if the bylaws so provide, or the person may need to be removed through proper board or corporate action.

X. Term of office of the president

The term of office of the president is not always the same as the term of a trustee.

The president’s term is generally governed by the bylaws. Common structures include:

one year
until the next organizational meeting
until a successor is elected and qualified
coterminous with trusteeship
a fixed term with possible reelection

The important legal point is that trusteeship and officership are distinct. A trustee may remain a trustee but cease to be president if the board elects another officer, if the term expires, or if removal occurs lawfully.

Likewise, if the person ceases to be a trustee and the presidency requires trusteeship, the presidency cannot ordinarily continue.

XI. Reelection of the president

Reelection depends on the bylaws.

If the bylaws are silent, reelection is usually possible unless prohibited by law, the articles, or a special regulatory regime. Many non-stock corporations allow repeated reelection of officers, even if trustees rotate. Others impose term limits to prevent concentration of power.

Term limits in bylaws are enforceable. Attempts to evade them by relabeling service periods, using holdover arrangements abusively, or manipulating interim appointments can be challenged.

XII. Organizational meeting: why it is crucial

The election of the president usually occurs during the board’s organizational meeting after the trustees’ election.

This meeting is legally significant because it is where the newly constituted board organizes itself and fills the corporate offices. Problems often arise when:

no proper notice was given
the trustees were not yet validly seated
quorum was lacking
the meeting was called by the wrong person
votes were not properly recorded
the secretary’s minutes are defective
rival factions conduct separate organizational meetings

A valid presidency requires a valid board meeting. If the meeting itself is void or voidable, the election of the president may also be attacked.

XIII. Quorum requirements for electing the president

The board cannot elect a president without a valid quorum.

For trustees’ meetings, quorum is generally based on the number of trustees as fixed by the articles or bylaws, unless the Code or applicable rules provide otherwise. The exact threshold must be checked against the governing documents and current board composition rules.

Important practical issues:

vacancies do not always eliminate quorum problems
disputed trustees cannot simply be counted at convenience
absent or suspended trustees affect the count
resigned or expired trustees may or may not still act under holdover principles, depending on the circumstances

No quorum means no valid election of the president.

XIV. Voting requirement to elect the president

Once quorum exists, the president is normally elected by the vote required under the bylaws or, if no special rule applies, by the vote sufficient for board action.

The bylaws may require:

majority of those present at a meeting with quorum
majority of all trustees
special supermajority
secret ballot
open voting
nomination procedures

If the bylaws prescribe a particular method, it must be followed. A board cannot casually disregard bylaw voting procedures on the ground of convenience.

XV. Notice requirements

Notice defects are one of the most common grounds for attacking the election of a president.

The meeting at which the president is elected must comply with:

the bylaws on notice period
the mode of notice
agenda requirements, if any
the right of trustees to participate
the rules on regular versus special meetings

If the election is done during a special board meeting, the notice must be particularly careful. If the election of officers was not within the stated agenda and a trustee was deprived of the opportunity to attend or object, the election may be vulnerable.

However, notice defects may sometimes be cured by:

attendance without timely objection
ratification
express waiver
unanimous consent, where allowed

Whether the defect is fatal depends on the facts and the governing rules.

XVI. Can the president be elected through remote meetings?

Yes, provided the corporation’s governing documents and applicable rules allow it, and the meeting complies with legal standards for remote participation.

Philippine corporate practice now accepts remote communication and in absentia participation in many circumstances, subject to:

authority in the bylaws or board rules
proper notice
ability to identify participants
reliable recording of attendance and votes
preservation of minutes
equal opportunity to participate

If the president is elected during a virtual or hybrid board meeting, the corporation should ensure that:

the platform and method were authorized
quorum was verifiable
votes were clearly captured
minutes and certifications were prepared
no trustee was unlawfully excluded

Informal group chat “consensus” is not a safe substitute for a duly called board meeting unless the applicable rules on unanimous written consent or equivalent valid action are fully met.

XVII. Holdover officers

A major issue in non-stock governance is whether the incumbent president continues in office when no new president is elected on time.

As a general governance principle, officers often serve until their successors are elected and qualified, especially when the bylaws so state or when holdover is necessary to avoid paralysis. But holdover is not a license for indefinite occupation of office.

Important limits:

holdover does not validate failure to hold elections indefinitely
holdover cannot defeat mandatory term limits
holdover cannot override a valid removal
holdover cannot survive disqualification
holdover does not legitimize a usurpation where a lawful successor has already been elected

In disputes, the question is not merely whether the incumbent remained physically in office, but whether there is a legal basis for continued authority.

XVIII. Vacancies in the office of president

A vacancy may arise by:

death
resignation
removal
disqualification
incapacity
expiration of term without lawful holdover
loss of trusteeship, if trusteeship is required

The vacancy is filled according to the bylaws. Usually, the board elects a replacement for the unexpired term or until the next regular election of officers.

If the bylaws are silent, the board generally has authority to fill the office in accordance with corporate law and internal necessity.

XIX. Resignation of the president

The president may resign, but resignation must be made and accepted in the manner required by the bylaws or corporate practice. In many cases:

the resignation is tendered to the board
the board accepts it formally
the vacancy is declared
a replacement is elected

Questions sometimes arise whether resignation is effective immediately or only upon acceptance. The answer depends on the terms of the resignation, the bylaws, and the governing law on offices and corporate acts.

For prudence, acceptance and recording in board minutes should always be done.

XX. Removal of the president

The president may generally be removed in accordance with the bylaws and the board’s authority.

This must be distinguished from the removal of a trustee. Removal from the office of president is not always the same as removal from the board. A person may be:

removed as president but remain a trustee
removed as trustee, thereby also losing qualification to remain president
suspended from duties pending investigation, if authorized

Removal of an officer usually requires:

proper meeting
proper notice
quorum
board vote as required
compliance with the bylaws
observance of fairness where charges or misconduct are involved

If the bylaws give the board power to remove officers at pleasure or for cause, that rule will matter greatly. Where cause is required, cause must exist and due process principles should be respected, especially in mission-driven organizations where reputation and membership status are implicated.

XXI. Removal “for cause” versus removal “at pleasure”

Some bylaws allow officers to be removed with or without cause by the board. Others require cause.

If removal is at pleasure, the board has broader discretion, but still must act through a valid meeting and lawful vote. Arbitrary conduct can still create internal disputes, though the office itself may remain subject to board will.

If removal is only for cause, the board must establish a valid ground such as:

misconduct
gross inefficiency
breach of fiduciary duty
violation of bylaws
conflict of interest
absence or abandonment
acts against the corporation’s purposes

In cause-based removal, the quality of the record matters. Minutes, charges, notices, and resolutions become crucial if the action is later challenged.

XXII. Distinction between officer removal and membership discipline

In non-stock corporations, a president may also be a member. It is important not to confuse:

removal as president
removal as trustee
suspension or expulsion as member

These are distinct legal relationships. Each one may require a different process and a different voting body.

A corporation cannot lawfully assume that because it removed someone as president, it also expelled that person from membership. Nor can it automatically assume that a membership sanction itself fills the presidency unless the bylaws expressly connect membership status with eligibility.

XXIII. Board deadlock and contested presidency

Non-stock corporations often suffer from factional disputes. Sometimes rival groups each claim:

they are the lawful trustees
they elected the lawful president
the other meeting was void
the SEC filing is false
the bank signatories are invalid

When this happens, the presidency becomes less a question of title and more a question of which board is legitimate.

In such disputes, the decisive issues usually are:

Were the members’ and trustees’ elections valid?
Was there proper notice?
Was there quorum?
Were the bylaws followed?
Were the minutes authentic?
Were filings with the SEC accurate?
Was there ratification?
Has a court or the SEC already acted on the controversy?

In a corporate fight, “possession” of the office is not enough. Legitimacy depends on lawful corporate action.

XXIV. The role of the bylaws

The bylaws are the operational constitution of the corporation.

On the election of the president, the bylaws should ideally answer:

who may be elected president
whether the president must be a trustee
when election is held
how nominations are made
what vote is required
whether remote participation is allowed
how vacancies are filled
what the term is
whether reelection is allowed
how removal works
who presides over the election
what happens in deadlock or tie

Where the bylaws are clear and lawful, they control. Where they are silent, the Code and general corporate principles fill the gap. Where they are contradictory or outdated, disputes become more likely.

Many legal controversies in Philippine non-stock corporations arise not because the law is unclear, but because the bylaws are old, vague, inconsistent, or ignored.

XXV. Can the board bypass the bylaws?

No. The board cannot disregard valid bylaw requirements on officer election merely because a majority prefers another arrangement.

Examples of invalid shortcuts include:

electing a non-trustee as president when the rules require trusteeship
ignoring quorum
calling an organizational meeting without notice
using “consensus” in place of required voting
extending the president’s term without bylaw basis
treating appointment by the outgoing president as equivalent to board election
allowing a caretaker committee to choose the president when only the board may do so

The board’s authority exists within the law and the bylaws, not above them.

XXVI. SEC filings and their effect

After election of officers, corporations usually make the appropriate reportorial filings with the SEC. These filings matter for transparency, regulatory compliance, and third-party dealings.

But a filing does not by itself make an invalid election valid.

If the underlying election of the president was defective, the SEC filing is evidentiary at best; it is not a magic cure. Conversely, failure to promptly file does not necessarily nullify a valid election as between the corporation and its internal constituencies, though it may create regulatory and practical problems.

This distinction is important. Validity comes from lawful corporate action, not from paperwork alone.

XXVII. Evidentiary documents that prove a valid election

To establish that a president was validly elected, the following documents are usually important:

articles of incorporation
current bylaws and amendments
general membership roster
trustees’ election results
notice of meeting
board attendance record
proof of quorum
minutes of the organizational meeting
board resolution electing the president
secretary’s certificate
SEC reportorial submissions
acceptance of office, where applicable

In litigation or SEC controversy, poor documentation can defeat even an election that was substantively proper.

XXVIII. Tie votes and election impasses

A tie in the board’s vote for president is possible, especially in even-numbered boards or disputed seats.

The solution depends on the bylaws. Possible mechanisms include:

repeated balloting
casting vote by a presiding officer, if authorized
temporary designation of an officer in charge
filling a vacant trustee seat first
mediation within the board
holdover of the incumbent pending lawful election

Without bylaw authority, a presiding officer generally cannot invent a casting vote rule. Corporate powers must have legal basis.

XXIX. De facto officers

Even when a person’s election as president is later challenged, that person may still be treated in some circumstances as a de facto officer as to third persons who relied in good faith on apparent authority.

This doctrine may protect corporate transactions and third-party reliance, but it does not necessarily settle the internal legality of the presidency. A de facto president may have acts recognized for practical reasons while still being internally removable or challengeable.

Thus, two questions must be separated:

Was the person lawfully elected president?
Are acts done under color of office still binding on the corporation?

The answers are not always identical.

XXX. Apparent authority of the president

In Philippine corporate practice, the president is often the face of the organization. But the president’s authority is not unlimited.

The president can usually perform acts within:

ordinary course operations
authority granted by the bylaws
authority granted by the board
usual powers attached to the office

But the president cannot unilaterally do acts reserved to:

the board
the members
the trustees acting collectively
a specifically authorized officer

This matters because disputes over election of the president often lead to challenges against contracts, bank transactions, and representations to outsiders.

XXXI. Religious and special non-stock corporations

Some non-stock corporations are organized for religious or special purposes. These entities may have governance structures influenced by ecclesiastical rules, canonical systems, or denominational constitutions.

In Philippine civil law, however, once incorporated, the entity remains subject to the applicable corporate framework in matters that are civil and corporate in nature. Internal doctrinal or ecclesiastical questions may be treated differently from secular corporate questions, but election disputes involving office, property control, filings, and authority can still fall within civil and regulatory scrutiny.

Thus, for religious non-stock entities, one must examine both:

the civil corporation documents
the internal church or religious governance rules

XXXII. Homeowners’ associations and similar entities

Some organizations are non-stock corporations but are also governed by special statutes or housing-related regulations. In such entities, the title “president” may be affected by special election and governance rules.

The same general principle remains: where a special law or regulator prescribes election procedures or officer qualifications, those special rules must be reconciled with general corporate law.

The safest legal method is always to read the corporation’s bylaws together with the special law.

XXXIII. Foundations versus membership corporations

Not all non-stock, non-profit corporations are structured the same way.

Membership corporations

These have members who elect trustees. Here, members play a central role in shaping the presidency indirectly.

Foundations and similar board-driven entities

These may have more limited or no broad voting membership. In such cases, the board’s role is even more direct, and the election of president is ordinarily a pure board matter.

The answer to “Who elects the president?” can therefore turn on whether the corporation is genuinely membership-based or essentially board-administered.

XXXIV. Proxy voting and election politics

In membership meetings for trustees, proxy issues can affect who later becomes president. If the trustee election is tainted by invalid proxy solicitation, voting irregularity, or exclusion of members, then the resulting board—and therefore the presidency it created—may be open to challenge.

At the board level, proxy voting by trustees is generally not consistent with the personal and fiduciary nature of trusteeship. Trustees are expected to act personally unless a lawful rule expressly permits a specific method of participation consistent with the Code.

This is why “board proxies” and informal authorizations are risky in officer elections.

XXXV. Fiduciary dimension of electing the president

Trustees are fiduciaries. When they elect a president, they must act for the best interest of the corporation and in line with its purposes.

That means the choice of president cannot lawfully be reduced to factional convenience alone where:

conflict of interest is present
self-dealing taints the decision
donor restrictions are disregarded
the mission of the corporation is being undermined
election rules are manipulated to entrench control

A president elected through bad-faith maneuvering may face later challenge through removal, intra-corporate remedies, or SEC intervention.

XXXVI. Intra-corporate controversies

Disputes over the election of the president usually qualify as intra-corporate controversies when they arise from relations among:

the corporation
trustees
officers
members

Common claims include:

declaration that election was void
injunction against acting as president
recognition of the lawful board
nullification of resolutions
accounting and turnover of records
control over bank accounts and corporate assets

The specific forum and procedure depend on current law and jurisdictional rules, but the nature of the dispute is unmistakably internal corporate governance.

XXXVII. Practical legal grounds for challenging the election of a president

An election of the president may be attacked on grounds such as:

person elected was not a valid trustee
lack of quorum
lack of notice
defective organizational meeting
vote count was invalid
bylaws were violated
term had not yet legally opened or had already expired
outgoing board had no authority
rival board was improperly seated
person lacked qualification
fraud, bad faith, or falsified minutes
corporate records do not support the election
required member approval for antecedent steps was missing

The strongest challenges are usually procedural, documentary, and bylaw-based.

XXXVIII. Ratification

Some defects in the election of a president may be cured by ratification, but not all defects are ratifiable.

Ratification is more plausible where:

the defect was procedural rather than jurisdictional
all trustees later approved the action
the corporation accepted the officer’s acts
no vested rights were prejudiced
no law or mandatory bylaw was fundamentally violated

Ratification is less likely to cure:

total absence of board authority
election of an ineligible person
fraudulent fabrication of minutes
actions contrary to mandatory law
acts that impair member rights in a substantial way

Ratification is fact-sensitive and should not be assumed.

XXXIX. Best practices for a legally sound election

A Philippine non-stock, non-profit corporation should handle the election of its president with strict procedural discipline.

Best practices include:

maintain updated bylaws
verify who the lawful trustees are
give proper written notice
confirm quorum before voting
use a clear agenda
record nominations and votes accurately
adopt a board resolution
prepare detailed minutes
issue a secretary’s certificate
make timely SEC submissions
update bank signatories and corporate records only after valid election
preserve evidence of remote participation where applicable

Most governance disputes can be reduced by clean process.

XL. Common misconceptions

“The president is the highest authority, so the president can choose the next president.”

Not necessarily. The board elects the president unless the bylaws lawfully provide otherwise.

“If the members acclaim someone as president, that is enough.”

Not if the bylaws and the Code require board election.

“SEC recognition automatically validates the election.”

No. Filing is not the source of validity.

“The president’s term ends, so the corporation has no president until months later.”

Not always. Holdover may apply, depending on the bylaws and circumstances.

“Removing the president automatically removes the person as trustee.”

No. Those are separate offices unless the underlying basis links them.

“Long practice is enough even if not written in the bylaws.”

No. Practice does not automatically supersede lawfully adopted bylaws.

XLI. The core legal principle

The election of the president in a Philippine non-stock, non-profit corporation is fundamentally an issue of lawful internal corporate action.

The simplest correct formulation is this:

Members elect trustees; trustees elect the president; the bylaws govern the details; the Corporation Code supplies the default rules; special laws may modify the framework; and any election must satisfy qualification, notice, quorum, voting, and documentation requirements.

That is the backbone of the subject.

XLII. Final doctrinal summary

In Philippine non-stock, non-profit corporations:

the president is ordinarily an officer elected by the board of trustees
the president is generally chosen from among the trustees
the election normally occurs at the organizational meeting after trustee elections
the bylaws are the key source for the election method, term, qualifications, removal, and vacancy rules
the members usually influence the presidency indirectly through election of trustees
a valid election requires lawful notice, quorum, vote, and documentation
defective trustee elections can infect the validity of the presidential election
the president may be removed as officer without necessarily being removed as trustee
holdover, vacancies, reelection, and ratification depend on the bylaws and the legality of the surrounding acts
SEC filings are important but do not themselves create validity
most disputes over the presidency are really disputes over corporate governance, board legitimacy, and bylaw compliance

In the Philippine setting, the legal answer is rarely found in title alone. It is found in the corporation’s governing documents, the statutory framework, and the validity of the board action that produced the office.