Case 039.

Ref/Date/Pn
Subj/Law
Case Aid

Western Institute of Technology vs Salas

278 SCRA 216 (1997)
Corporation Law

Directors and trustees are not entitled to salary or other compensation when they perform
nothing more than the usual and ordinary duties of their office, founded on the presumption that
directors and trustees render service gratuitously, and that the return upon their shares
adequately furnishes the motives for service, without compensation.
Under Sec. 30 of Corporation Code, there are two (2) ways by which members of the Board can
be granted compensation apart from reasonable per diems:
(a) when there is a provision in the by-laws fixing their compensation; and
(b) when the stockholders representing a majority of the outstanding capital stock at a regular or
special meeting agree to give them compensation. From the language of Section 30, it may also
be deduced that members of the board may also receive compensation, when they render
services to the corporation in a capacity other than as directors or trustees of the corporation.
Chairman and Vice-Chairman, like that of Treasurer and Secretary, are considered as not mere
directorship position, but officership position that would entitle the occupants to compensation.
Likewise, the limitation placed under Sec. 30 of Corporation Code that directors cannot receive
compensation exceeding 10% of the net income of the corporation, would not apply to the
compensation given to such positions since it is being given in their capacity as officers of the
corporation and not as board members.