G.R. No. L-48928 February 25, 1982
MITA PARDO DE TAVERA, plaintiff-appellant, vs. PHILIPPINE TUBERCULOSIS SOCIETY, INC., FRANCISCO ORTIGAS, JR., MIGUEL CAÑIZARES, BERNARDO P. PARDO, RALPH NUBLA, MIDPANTAO ADIL, ENRIQUE GARCIA, ALBERTO G. ROMULO and THE PRESENT BOARD OF DIRECTORS, PHILIPPINE TUBERCULOSIS SOCIETY, INC., defendants-appellees.

FACTS

Plaintiff-appellant Mita Pardo de Tavera, a member of the Board of Directors of the Philippine Tuberculosis Society, Inc. (Society), was appointed its Executive Secretary on April 27, 1973. On May 29, 1974, the Society’s Board of Directors declared her position vacant, effectively terminating her, and subsequently appointed defendant Alberto Romulo to the post. Tavera filed a complaint, alleging her removal was illegal and without lawful cause. She further contended that several members of the Board who voted for her ouster were not qualified to be directors, rendering their acts null and void.
The defendants moved to dismiss, arguing the action was essentially one for quo warranto, which prescribes one year from the ouster, and was thus filed out of time. They asserted Tavera held her position at the pleasure of the Board under the Society’s By-Laws, making her appointment temporary and terminable at any moment. The trial court dismissed the complaint, characterizing it as a time-barred quo warranto suit and ruling that the qualifications of the directors could not be collaterally attacked in such an action.

ISSUE

The primary issue is whether the appellant was illegally removed from her position as Executive Secretary of the Society.

RULING

The Supreme Court affirmed the dismissal, holding there was no illegal removal. The legal logic centers on the nature of Tavera’s appointment. The Court examined Section 7.02 of the Society’s Code of By-Laws, which stipulated that the Executive Secretary “shall hold office at the pleasure of the Board of Directors.” This provision meant her term was coterminous with the pleasure of the appointing body. Consequently, the Board’s act of declaring the position vacant constituted an expiration of her term, not a removal from office. The Court distinguished “removal,” which implies ousting an incumbent before the expiration of a fixed term, from the “expiration of term,” which occurs when an office is held at pleasure. Since her term merely expired, the constitutional and statutory safeguards against removal without cause and due process were inapplicable.
The Court also found it unnecessary to resolve the ancillary issue regarding the qualifications of the defendant directors or whether Tavera was covered by civil service laws. The decisive factor was the specific contractual stipulation in the By-Laws governing her tenure. Her acceptance of the appointment bound her to its conditions, limiting any broader claims under the Civil Code or the Constitution. The Board’s action, taken during a reorganization meeting, was performed in accordance with its By-Laws and in good faith. Therefore, no cause of action for illegal removal existed.