Can a representative of a corporation sit as a director in a condominium corporation?
Yes. A representative of a corporation can sit as a director in condominium corporation or association even if such person does not own any unit therein. As held in Rodriguez vs. Pastorfide, G.R. No. 256648, 24 February 2025:
“Being juridical persons, these member-corporations can only act through natural persons duly authorized for the purpose. As discussed above, the By-Laws of MPMCC allow its member-corporations to appoint representatives, who are separate and distinct from proxies empowered only to vote.
Therefore, by authorizing Pastorfide, et al. to sit on the Board on its behalf, the member-corporations are merely exercising their right to be nominated and elected in MPMCC’s Board as members in good standing of the corporation. The member-corporations are themselves deemed to be the actual members sitting on the board of MP MCC, with their representatives merely acting on their behalf.
To argue that Pastorfide, et al. must be unit-owners in their own right in order to be qualified to sit on MPMCC’s Board is erroneous, since they are not the members themselves, but the member-corporation whom they represent.
It is obvious that only natural persons may be elected to the Board, since the duties and obligations of board members can only be performed by natural persons. Thus, if the corporation is a member of MPMCC, and it wants to be elected to the Board, then it necessarily has to appoint a natural person to act on its behalf as its representative.
However, it must be emphasized that the member-corporation may appoint only one natural person to act as its representative for purposes of election to the Board. Otherwise, the member-corporation will be occupying more than one seat in the Board, and possibly, more than one position as an officer of the Board. Such situation may result in a biased and unfair power dynamics in the Board, which can be detrimental to the interests of the corporation.”
30 May 2025
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