b. Educational Corporations

Educational corporations shall be governed by:

• Special laws (e.g. “Education Act of 1982¹”)
• General provisions of the Revised Corporation Code (Sec. 105)²

Board of Trustees of Educational Corporations

Trustees of educational institutions organized as nonstock corporations shall not be less than five (5) nor more than fifteen (15): Provided, That the number of trustees shall be in multiples of five (5).(Sec 106)³

Term of Office

Unless otherwise provided in the articles of incorporation or bylaws, the board of trustees of incorporated schools, colleges, or other institutions of learning shall, as soon as organized, so classify themselves that the term of office of one- fifth (1/5) of their number shall expire every year. Trustees thereafter elected to fill vacancies, occurring before the expiration of a particular term, shall hold office only for the unexpired period. Trustees elected thereafter to fill vacancies caused by expiration of term shall hold office for five (5) years. (Sec. 106)⁴

Note: For institutions organized as stock corporations, the number and term of directors shall be governed by the provisions on stock corporations.(Sec. 106)

Quorum

A majority of the trustees shall constitute a quorum for the transaction of business. The powers and authority of trustees shall be defined in the bylaws.(Sec. 106)⁵

1987 Constitution Provisions

Article II, Sec. 17 of the Constitution⁶: “The State shall give priority to education [...] to foster patriotism and nationalism, accelerate social progress, and promote total human liberation and development.”

Article XIV, Sec. 4 of the Constitution requires:

• That educational institutions shall be:
• Solely owned by Filipino citizens; OR
• If owned by a corporation, at least 60% of the capital must be owned by Filipino citizens.
• The control and administration shall be vested in citizens of the Philippines.
• The Filipino-ownership requirement does not apply to educational institutions established by religious groups and mission boards.
• No educational institution shall be established exclusively for aliens, except schools established for foreign diplomatic personnel and their dependents and, unless otherwise provided by law, schools established for other foreign temporary residents.
• No group of aliens shall comprise more than ⅓ of the enrollment in any school, except in schools established for foreign diplomatic personnel and their dependents and, unless otherwise provided by law, for other foreign temporary residents.

Religious Corporation– R.A. No. 11232, Sections 107-08⁷