Here’s a practitioner-style explainer on how corporate officers are elected in the Philippines, grounded in the Revised Corporation Code of the Philippines (R.A. 11232), SEC rules, and common corporate practice.

1) Who are “corporate officers”

Every Philippine corporation must have, at a minimum, these officers (the bylaws can add more: e.g., chair, vice-presidents, CFO, compliance officer, etc.):

President – must be a director/trustee elected by the shareholders/members.
Treasurer – may or may not be a director; often the CFO.
Corporate Secretary – need not be a director; must be a Filipino citizen and Philippine resident.

Incompatibilities: the President cannot be the Secretary and cannot be the Treasurer at the same time (exception: see One Person Corporation below).

2) When and by whom are officers elected

By the Board/Trustees, not by shareholders/members. Officers are elected by the newly elected Board of Directors (stock) or Board of Trustees (non-stock) at the board’s organizational meeting held immediately after the annual meeting of shareholders/members (or as soon as practicable per bylaws).
Frequency & term. Officers typically serve a one-year term and until their successors are elected and qualified, unless the bylaws set a different tenure or they resign/are removed earlier.
Quorum & vote. Board acts by a majority of the directors/trustees present at a meeting where a quorum (usually a majority of the board, unless bylaws require more) is present. Remote/virtual board meetings are allowed unless restricted by the bylaws.

3) Qualifications & disqualifications (key points)

President: must be a sitting director/trustee; therefore must meet all director qualifications (e.g., share ownership minimums for stock corporations, age, etc., as applicable).
Secretary: Filipino citizen and resident; typically a lawyer in practice but not legally required to be one unless a regulator requires it (e.g., for listed entities’ corporate governance roles).
Treasurer: no nationality requirement under the RCC; companies commonly require residency and may require a bond (board-set).
General disqualifications (apply to directors/trustees and officers): final judgment for crimes punishable by >6 years, or violations of the Securities Regulation Code within the last 5 years; regulators may impose additional role-specific disqualifications (e.g., banks, insurers, listed companies).

4) The election process, step-by-step

Annual stockholders’/members’ meeting elects the board/trustees (date/place/manner per articles & bylaws; remote voting now recognized).
Organizational board meeting is convened (often same day).
Nomination of statutorily required officers (President, Treasurer, Secretary) and any additional officers prescribed by the bylaws (e.g., Chair, VPs, Compliance Officer, Risk Officer).
Election by the board via open vote or secret ballot (as the board decides/bylaws provide).
Acceptance & qualification – each officer accepts the position; the Secretary verifies that statutory/bodily qualifications (citizenship/residency/being a director for President) are met and records the same.
Documentation – minutes of the organizational board meeting reflect the votes; specimen signatures, board resolutions, and bonds (if any) are prepared.
Regulatory filings – see Section 8 below (GIS/17-C, etc.).
Onboarding & delegations – authority matrices, banking resolutions, and signatories are updated; conflicts-of-interest disclosures are collected.

5) Vacancies, resignation, and removal

Vacancy (resignation, death, disqualification, removal): the board fills it at any regular or special board meeting; the replacement serves the unexpired term or as the bylaws provide.
Resignation: officer may resign by written notice effective per its terms or upon board acceptance if required by bylaws.
Removal: officers generally serve at the pleasure of the board (i.e., removable with or without cause unless there is a fixed-term employment/management contract; observe due process and labor law where the officer is also an employee).
Acting capacity: bylaws usually provide succession (e.g., Chair or a VP acts as President pending election).

6) Duties, authority, and liability

Source of authority: the RCC, the articles & bylaws, and board resolutions.
Fiduciary duties: officers owe diligence and loyalty to the corporation (corporate opportunity, conflicts, confidentiality), and are protected by the business judgment rule when acting in good faith within authority.
Personal liability: for bad-faith acts, gross negligence, or willful violations of law/bylaws; for ultra vires acts if they personally participated; for torts they personally commit; and for statutory liabilities (e.g., certain tax and labor law violations).

7) Special corporate forms & sectors

a) One Person Corporation (OPC)

The single stockholder is the sole director and President.
The single stockholder may also be the Treasurer if a bond is posted (amount set by the SEC’s schedule); this is the one exception to the “President ≠ Treasurer” rule.
The Corporate Secretary must be a different natural person, a Filipino resident.
Nominee and alternate nominee must be designated in the articles to take over upon death/incapacity.

b) Close corporations

Shareholders may manage directly (if so provided in the articles), in which case the officer election may be by the managing stockholders rather than a separate board; still, the President must be among those managing. Bylaws or the articles set specifics.

c) Regulated industries & listed companies

Banks, insurers, public companies, and publicly-listed companies (PLCs) must observe sector-specific corporate governance codes. Typical add-ons:
- Board-level committees (Audit, Corporate Governance/Nomination, Risk).
- Role qualifications (e.g., Audit Committee chair must be an independent director with accounting/finance expertise; Compliance Officer required for PLCs).
- Prompt disclosure of changes in directors and key officers (see Section 8).

8) Mandatory filings & disclosures (post-election)

General Information Sheet (GIS) – submit electronically to the SEC (e.g., via eFAST) within 30 calendar days from the annual shareholders’/members’ meeting or within 30 days of any change in directors/officers occurring outside that meeting.
Current Report for PLCs/Public Companies – material changes in directors/principal officers are disclosed on SEC Form 17-C (and to the PSE for listed issuers) promptly (commonly within 5 business days).
Internal records – update the Stock and Transfer Book (for stock corps), Membership Book (for non-stock), and all banking authorizations and signatory cards.

9) Bylaw mechanics you’ll usually see (and should check)

List of officers to be elected by the board and whether some may be appointed by the President (common for assistant officers).
Term & tenure (one year; holdover until successor qualifies).
Quorum and voting rules for the board; allowances for remote participation.
Bonding requirements (often for the Treasurer and cash-handling officers).
Authority matrices (who signs contracts, checks, and regulatory forms; single vs. joint signatories).
Removal for cause and succession/acting appointments.
Conflict-of-interest and related-party transaction processes.

10) Practical checklist (corporate secretary’s desk)

Calendar the annual meeting and organizational board right after.
Prepare draft resolutions for officer elections and banking authorities.
Verify director status of the President-nominee and citizenship/residency of the Secretary.
Confirm any bond requirements (Treasurer/OPC).
Secure written acceptances, ID/KYC docs, and specimen signatures.
File the GIS (and 17-C/PSE disclosure if applicable) on time.
Update corporate seal, letterhead, website, and external registrations (BIR signatories, banks, permits).
Record everything in the board minutes.

11) Common pitfalls to avoid

Electing a non-director as President (voidable election).
Appointing the President as Secretary or Treasurer (barred, except OPC Treasurer with bond).
Failing to file the GIS within 30 days (penalties; can block other filings).
Letting officers act without updated authority/resolutions (counterparties may reject signatures; risk of unauthorized acts).
Overlooking sector-specific rules (banks/insurers/listed companies have extra qualifications and disclosure clocks).

If you want, I can draft tailored board resolutions, an organizational-meeting script, and a GIS info sheet template you can drop into your files.