Marmol, Anna Dominique G.

TOPIC: Election of the Board of Directors or Trustees (2011)

PROBLEM: EFG Foundation, Inc., a non-profit organization, scheduled an election for its six-
member Board of Trustees. X, Y and Z, who are minority members of the foundation, wish to
exercise cumulative voting in order to protect their interest, although the Foundation's Articles
and By-laws are silent on the matter. As to each of the three, what is the maximum number of
votes that he/she can cast?

A. 6
B. 9
C. 12
D. 3

ANSWER:

A. 6

According to Section 23 of the Revised Corporation Code, unless otherwise provided in the
Articles of Incorporation or in the By-laws, members of non-stock corporations may cast as
many votes as there are trustees to be elected but may not cast more than one vote for one
candidate. Here, the general rule applies that the maximum number of votes that a member can
cast is 6 because the Articles and By-laws of EFG Foundation, Inc., are silent as to whether
cumulative voting can be exercise in during election of board of trustees. Therefore, members
can cast votes corresponding to the number trustees to be elected and one vote for one
candidate applies.