7.

VALLE VERDE VS AFRICA

G.R. No. 151969 September 4, 2009
TOPIC: Section 29 in relation with Section 23; The right of the Board RULING: NO. The hold-over period is not part of the term of
of Directors to Fill in vacancy caused by resignation of a hold-over the office of a member of board of directors. Roxas’s and
director; “Term” differentiated from “Tenure”; Ramirez’s appointment is null and void.
“Term” is considered as the timed during which the officer may claim
to hold the office as of right and fixed by the statute. The term of
FACTS: In 1996, petitioners were elected as members of the Valle office is not affected by the holdover.
Verde Country Club (VVCC) Board of Directors. In the years 1997 to
2001, due to the failure to have a requisite quorum for the holding of Term is distinguished from tenure in that an officer’s “Tenure”
the stockholders, the petitioners with their co-directors continued to represents the term during which the incumbent actually
serve the VVCC Board in a hold-over capacity. holds office. The tenure may be shorter or longer as the case may be
than the term for reasons within or beyond the power of the incumbent.
On 1998, Two of the co-directors of the petitioners, Dinglasan
and Makalintal, resigned from his position as a member of the VVCC In this case, after the lapse of one year from his election as member of
Board. In a meeting held afterwards, the remaining directors, still the VVCC Board in 1996, Makalintal’s and Dinglasan’s term of office is
constituting a quorum, elected Eric Roxas and Jose Ramirez to deemed to have already expired. By virtue under of the hold-over
fill in the vacancy created by the resignation of the former directors doctrine in Section 23 of the corporation code, they continued to hold
their office for 2 years until their resignation in 1998. With the
Respondent Africa, questioned the election of Roxas and expiration of the term of office of Makalintal and Dinglasan and under
Ramirez as members of the VVCC Board with the RTC and SEC. Africa
Section 29 of the Corporation code, the vacant member of the BoD
alleged that the election of Roxas was contrary to Section 29 (Vacancies must be filled by the stockholders of the VVCC in a regular or
on the BoD can only be made by the remaining directors if the vacancy special meeting for the purpose and not by the incumber
was not due to removal by the stockholder or members or by BoD.
expiration of term; Otherwise, said vacancies must be filled by the
stockholders in a regular meeting or special meeting for the purpose)
in relation to Section 23 (That a BoD shall only hold office for one (1)
year until their successor are elected and qualified) of the corporation
code.
Petitioner, in their defense, alleges that a member’s term
shall be for one year and until his successor is elected and
qualified; otherwise stated, a member’s term expires only when his
successor to the Board is elected and qualified. Since there were still no
successor elected or qualified, the term of the member of the board has
not yet expired.
ISSUE: Whether the remaining directors of the corporation’s Board,
still constituting a quorum, can elect another director to fill in a vacancy
caused by the resignation of a hold-over director.