1.

Term of newly elected directors for the purpose of filling up a vacancy by reason of
resignation

Revised Corporation Code of the Philippines

SEC. 28. Vacancies in the Office of Director or Trustee; Emergency Board. –

XXX

A director or trustee elected to fill a vacancy shall be referred to as replacement director or trustee and
shall serve only for the unexpired term of the predecessor in office.

X X X (emphasis supplied)

Hence, it will start from the time elected until end of the term of its predecessor.

2. Term of newly elected Director by reason of increase in the number of Directors/ trustees
(amendment of AOI)

Old Corporation Code of the Philippines

Section 92. Election and term of trustees.

Unless otherwise provided in the articles of incorporation or the by-laws, the board of trustees
of non-stock corporations, which may be more than fifteen (15) in number as may be fixed in their
articles of incorporation or by-laws, shall, as soon as organized, so classify themselves that the term of
office of one-third (1/3) of their number shall expire every year; and subsequent elections of trustees
comprising one-third (1/3) of the board of trustees shall be held annually and trustees so elected shall
have a term of three (3) years. Trustees thereafter elected to fill vacancies occurring before the
expiration of a particular term shall hold office only for the unexpired period.

XXX

Revised Corporation Code of the Philippines

SEC. 28. Vacancies in the Office of Director or Trustee; Emergency Board. –

XXX

Any directorship or trusteeship to be filled by reason of an increase in the number of directors

or trustees shall be filled only by an election at a regular or at a special meeting of stockholders or
members duly called for the purpose, or in the same meeting authorizing the increase of directors or
trustees if so stated in the notice of the meeting.

In all elections to fill vacancies under this section, the procedure set forth in Sections 23 and 25
of this Code shall apply.
XXX

Section 91. Election and Term of Trustees. –

X X X Trustees elected to fill vacancies occurring before the expiration of a particular term shall hold
office only for the unexpired portion.

XXX

The amendment increasing the number of directors or trustees which results in a vacancy
becomes effective upon its approval. This is deducible form the last clause of Section 28 which
authorizes the filling of the vacancy “in the same meeting authorizing the increase of directors or
trustees if so stated in the notice of meeting.” 1 Hence, if the additional seats are filled up in the same
meeting, there will be no vacancy in the board. The elected directors or trustees will IMMEDIATELY
assume their functions as soon as the Commission approves the amendment of the articles
authorizing the increase in board seats.

1
Corporation Code of the Philippines, De Leon, p. 296.