Section 5Sec./Art. 5

Sec. 86 of the same Act relating to the Membership of its Board of Directors, as amended, is hereby further amended to read as follows:

"Section 86. The Board of Directors; Membership; Per Diem. - The affairs and business of the Bank shall be directed and its property managed and preserved by a Board of Directors consisting of nine (9) members to be composed of the Secretary of Finance, as Chairman, the President of the Bank as Vice-Chairman, the Secretary of Agrarian Reform, the Secretary of Labor, and the Secretary of Agriculture as ex officio members. The President of the Philippines shall appoint two (2) members of the Board who shall represent the agrarian reform beneficiaries and two (2) members who shall represent the private sector. The two (2) remaining members shall be elected from the shareholders coming from the public sector to the extent that they may be entitled to two (2) seats in proportion to the outstanding capital stock.

"Annually, on the first Tuesday after the first Monday in December, the stockholders shall meet to take up, among others, the election of two (2) members of the Board of Directors for the succeeding year. Each shareholder or proxy shall be entitled to as many votes as he may have shares of stock registered in his name on the 31st day of October last preceding and held by him at the time of the election. The two (2) members of the Board of Directors shall be elected preferably from the holders of the preferred shares on the basis of the outstanding amount of shares as follows:

"(a) Not exceeding P100.0 M - one member

"(b) Exceeding P100.0 M - two members

"The appointive members of the Board shall hold a term of office for one (1) year and shall continue to hold office until their successor shall have been appointed and qualified. The Board shall convene as often as necessary to discharge its responsibilities properly, but shall meet at least once every two (2) weeks. The Board may be convoked either by the Chairman or in his absence, the Vice-Chairman.

"The majority of the board members shall constitute a quorum. All decisions of the Board shall require the concurrence of at least a majority.

"No person shall be elected or appointed director of the Bank unless he is natural born citizen of the Philippines, not less than thirty-five (35) years of age, of good moral character, and has attained proficiency, expertise and recognized competence in one or more of the following: banking, finance, economics, law, agriculture, agrarian reform, business management: Provided, further, That no director, shareholder or employee of any other bank shall be eligible for election or appointment as member of the Board of Directors of the Bank.

"The Chairman and the members of the Board shall receive a per diem of One thousand five hundred pesos (P1,500) for each session of the Board attended but in no case not to exceed Seven thousand five hundred pesos (P7,500) a month."