24. LESLIE OKOL, petitioner, vs.

SLIMMERS WORLD INTERNATIONAL, BEHAVIOR

MODIFICATIONS, INC., and RONALD JOSEPH MOY
G.R. No. 160146, December 11, 2009
An “office” is created by the charter of the corporation and the officer is elected by the directors
or stockholders, while an “employee” usually occupies no office and generally is employed not by
action of the directors or stockholders but by the managing officer of the corporation who also
determines the compensation to be paid to such employee.
FACTS: Leslie Okol was Slimmer World’s (SW) Director and Manager. She was preventively suspended
and eventually dismissed for her involvement in the shipment of elliptical machines and threadmills that
were seized by customs for being undervalued. She filed a complaint with the Arbitration branch of the
NLRC for illegal suspension, illegal dismissal, unpaid commissions, damages and attorney’s fees, with
prayer for reinstatement and payment of backwages.
SW filed a motion to dismiss, which the LA granted. The LA ruled that Okol was the vice-president of
Slimmers World at the time of her dismissal. Since it involved a corporate officer, the dispute was
an intra-corporate controversy falling within the jurisdiction of the regular courts.
Okol argued that even as vice-president, the work that she performed conforms to that of an employee
rather than a corporate officer. Mere title or designation in a corporation will not, by itself,
determine the existence of an employer-employee relationship. It is the “four-fold” test, namely (1)
the power to hire, (2) the payment of wages, (3) the power to dismiss, and (4) the power to control,
which must be applied. She enumerated the instances that she was under the power and control of
Moy, Slimmers World’s president: (1) petitioner received salary evidenced by pay slips, (2) Moy
deducted Medicare and SSS benefits from petitioner’s salary, and (3) petitioner was dismissed from
employment not through a board resolution but by virtue of a letter from Moy. Thus, having shown
that an employer-employee relationship exists, the jurisdiction to hear and decide the case is vested
with the labor arbiter and the NLRC.
ISSUE: Whether or not Okol is a corporate officer or an employee.
HELD: Okol is a corporate officer.
Section 25 of the Corporation Code enumerates corporate officers as the president, secretary, treasurer
and such other officers as may be provided for in the by-laws. In Tabang v NLRC, we held that an
“office” is created by the charter of the corporation and the officer is elected by the directors or
stockholders. On the other hand, an “employee” usually occupies no office and generally is employed
not by action of the directors or stockholders but by the managing officer of the corporation who also
determines the compensation to be paid to such employee.
SW submitted the company’s General Information Sheet (GIS), Minutes of the meeting of the Board of
Directors dated and Secretary’s Certificate, and the Amended By-Laws of Slimmers World as submitted
to the SEC to show that petitioner was a corporate officer. The GIS and minutes of the meeting of
the board of directors indicated that petitioner was a member of the board of directors, holding one
subscribed share of the capital stock, and an elected corporate officer. The relevant portions of the
Amended By-Laws of SW which enumerate the power of the board of directors as well as the officers of
the corporation state the Vice President is elected by the Board from its own members. Clearly, from the
documents submitted by respondents, petitioner was a director and officer of Slimmers World.