Petronilo J.

Barayuga
v.
Adventist University of the Philippines, through its Board of Trustees, represented by its
Chairman, Nestor D. Dayson
G.R. No. 168008
August 17, 2011
Facts:

AUP, a non-stock and non-profit domestic educational institution incorporated under

Philippine laws, was directly under the North Philippine Union Mission (NPUM) of the Southern
Asia Pacific Division of the Seventh Day Adventists, which elected the petitioner (Barayuga) as
secretary for the NPUM, and subsequently appointed him as President of AUP. During his tenure
as President, the audit revealed that the petitioner committed several anomalies and serious
violations. The NPUM Executive Committee then called for a special meeting for the purpose of
deciding the petitioner’s case, and by secret ballot was voted to be removed from his Presidency,
and to appoint an interim committee to assume the powers of the President. Thereafter, the
petitioner filed for a temporary restraining order (TRO) alleging that he was removed as President
without valid grounds, despite his five (5) year term as President of AUP as provided for in the
latter’s Constitution and by-laws. RTC issued the injunction and ruled in petitioner’s favor,
however the CA reversed the RTC’s decision, hence the petition.

Issue: Whether or not the termination of petitioner’s presidency was in accord with AUP’s
Constitution and by-laws.

Ruling: No.

Section 108 of the Corporation Code determines the membership and number of
trustees in an educational corporation which the second paragraph of the provision contains a
proviso expressly subjecting the duration to what is otherwise provided in the articles of
incorporation or by-laws of the educational corporation. That contrary provision controls the
term of office. In AUPs case, its amended By-Laws provided the term of the members of the Board
of Trustees to serve a term of office of only two years; and the officers, who included the
President, were to be elected from among the members of the Board of Trustees during their
organizational meeting, which was held during the election of the Board of Trustees every two
years. Naturally, the officers, including the President, were to exercise the powers vested by
Section 2 of the amended By-Laws for a term of only two years, not five years.

Ineluctably, the petitioner, having assumed as President of AUP on January 23, 2001,
could serve for only two years, or until January 22, 2003. By the time of his removal for cause as
President on January 27, 2003, he was already occupying the office in a hold-over capacity, and
could be removed at any time, without cause, upon the election or appointment of his successor
making his insistence on holding on to the office untenable.