Under the Revised Corporation Code, if the by-laws are silent, who shall preside the regular meeting of the board of directors or regular meeting of shareholders?

• A. President
• B. Secretary
• C. Treasurer
• D. Chairman of the board

Answer: (D)

When bylaws don’t specify a presiding officer, the natural default is for the Chairman of the Board to preside over both the board meetings and the shareholders’ meetings. The Chairman leads the session, keeps proceedings orderly, recognizes speakers, and ensures the meeting follows proper governance procedures. This aligns with the board’s leadership role and provides a clear, authoritative chair for discussions and decisions.

The other roles have different primary duties: the President is the top executive and may chair in some situations, but not as the universal default; the Secretary handles minutes and procedural notices rather than presiding; the Treasurer focuses on financial matters. Thus, the Chairman of the Board is the best default presiding officer when the bylaws are silent.