The case of Matling Industrial and Commercial Corp. vs. Ricardo Coros (GR No. 157802, Oct. 13, 2010) involves the dismissal of Coros who held the position of vice president for finance and administration of the company. He was at the same time a member of its board of directors.Coros filed a complaint for illegal dismissal with the labor arbiter. The company sought the dismissal of the case on the ground that, since he is a corporate officer and director, his complaint is an intra-corporate dispute which, at that time, was under the jurisdiction of the Securities and Exchange Commission.(In 2000, the Securities Regulation Code transferred the power to resolve such disputes from the SEC to the regular courts.)The labor arbiter, National Labor Relations Commission and Court of Appeals denied the companys plea and ruled that Coros is not a corporate officer and therefore his complaint falls within the labor arbiters jurisdiction.AppointmentThe principal bone of contention was whether Coros position as vice president is a corporate office. If it were, jurisdiction over his case lies with the courts; otherwise, it should be resolved by the labor arbiter.The company argued that Coros was appointed to his position by its president pursuant to the authority given to him by the board of directors in its by-laws.On the basis of that grant of power, it was as if Coros was directly appointed by the board, thus making him a corporate officer.Coros countered that inasmuch as his position does not appear in the companys by-laws and he was not directly appointed by the board, he should be classified as an ordinary or non-corporate officer.Central to the issue is Section 25 of the Corporation Code, which states that immediately after their election, the directors of a corporation must formally organize by the election of a president, a treasurer, a secretary, and such other officers as may be provided for in the by-laws.?The tribunal stated that for a position to be considered a corporate office, it is essential that it is one of those expressly mentioned in the Corporation Code or in the companys by-laws. Thus, the creation of an office pursuant to or under a by-law enabling provision is not enough to make a position a corporate office.DelegationThe companys argument that its by-laws made a valid delegation of the boards appointing power to the president was rejected by the tribunal.It pointed out that the delegation is invalid because the law requires the board itself to elect the corporate officers. That power is exclusively vested in the board of directors and could not be delegated to subordinate officers or agents. Moreover, the tribunal explained, the appointment authority granted to the president was limited to the creation of non-corporate offices to be occupied by ordinary employees. Their appointment is incidental to the presidents duty as executive to assist him in running the company.In a veiled cautionary note, the tribunal stressed that a different interpretation can easily leave the way open for board of directors to circumvent the constitutionally guaranteed security of tenure of the employee by the expedient inclusion in the by-laws of an enabling clause in the creation of just any corporate officer position.Under the circumstances, the tribunal ruled that since Coros position is not one of those stated in the Corporation Code nor in the by-laws, he cannot be considered a corporate officer. The authority to hear and decide his complaint for illegal dismissal rests with the labor arbiter.Subsequently, inMarc II Marketing Inc. vs. Alfredo M. Joson(G.R. No. 171993, December 12, 2011),which involved the termination of a General Manager,the Court confirmed and reiterated that the interpretation of Section 25 of the Corporation Code laid down in Matlingsafeguards the constitutionally enshrined right of every employee to security of tenure. To allow the creation of a corporate officer position by a simple inclusion in the corporate by-laws of an enabling clause empowering the board of directors to do so can result in the circumvention of that constitutionally well-protected right. Hence, it restated the ruling inMatlingthat the Board of Directors has no power to create other corporate offices without first amending the corporate by-laws so as to include therein the newly created corporate office. Though the Board of Directors may create appointive positions other than the positions of corporate officers, the persons occupying such positions cannot be viewed as corporate officers under Section 25 of the Corporation Code. In other words, unless and until the petitioners by-laws are amended for the inclusion of General Manager in the list of its corporate officers, such position cannot be considered as a corporate office within the realm of Section 25 of the Corporation Code. By way of conclusion, while a corporate officer may be ousted from office at will, i.e., for a good reason, a poor reason, or no reason at all, an ordinary or non-corporate employee, however, may be terminated solely for just or authorized cause.

Inanen bancruling inSME Bank, Inc. v. de Guzma Functional, Inc. v. Granfil, 660 SCRA 279,our Supreme Court reminded everyone that security of tenure is a constitutionally guaranteed right and that employees may not be terminated from their employment except for just or authorized causes under the Labor Code and other pertinent laws. Indeed, in termination cases, the burden of proving just and valid cause for dismissing an employee from his employment rests upon the employer. The latters failure to discharge that burden would necessarily result in a finding that the dismissal is unjustified (Functional, Inc. v. Granfil, 660 SCRA 279.)But, as already seen, any question relating to an intra-corporate dispute can be resolved only by the regular court.A case arising out of or in the course of employer-employee relationship should be decided only by the appropriate labor agency. To determine, therefore, the issue of jurisdiction,i.e., whether the case belongs to the RTC or the NLRC, the status or relationship of the parties and the nature of the question that is the subject of the controversy must be closely examined.