GRACE CHRISTIAN HIGH SCHOOL vs. CA [G.R. No. 108905. October 23, 1997] MENDOZA, J.

: FACTS: Grace Christian High School (GCHS) is an educational institution in Grace Village, Quezon City. Grace Village Association, Inc. (GVAI) is the homeowners association in Grace Village. GVAI has an existing by-laws which was already in effect since 1968. But in 1975, the board of directors made a draft amending the by-laws whereby the representative of GCHS shall have a permanent seat in the 15-seat board. The draft however was never presented to the general membership for approval. But nevertheless, the representative of GCHS held a seat in the board for 15 years until in 1990 when a proposal was made to the board to reconsider the practice of allowing the GCHS representative in taking a permanent seat. Thereafter, an election was scheduled for the 15 seat in the board. GCHS opposed the election as it insists that the election should only be for 14 directors because it has a permanent seat. ISSUE: Whether or not the representative from GCHS should be allowed to have a seat in the board of directors. HELD: No. The provisions of the former and present corporation law leave no room for doubt as to their meaning: the board of directors of corporations must be elected from among the stockholders or members. There may be corporations in which there are unelected members in the board but it is clear that in the examples cited by petitioner the unelected members sit as ex officio members, i.e., by virtue of and for as long as they hold a particular office. But in the case of petitioner, there is no reason at all for its representative to be given a seat in the board. Nor does petitioner claim a right to such seat by virtue of an office held. In fact it was not given such seat in the beginning. It was only in 1975 that a proposed amendment to the by-laws sought to give it one.