Ponce, Enrile, Cayetano, Reyes & Manalastas Law Offices
SEC Opinion • Securities and Exchange Commission • Opinions • Apr 26, 1989
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April 26, 1989 Ponce, Enrile, Cayetano, Reyes & Manalastas Law Offices 3rd Flr. Vernida IV Bldg., Alfaro St., Salcedo Village, Metro Manila Attention : Atty . Joseph T . Cohon RE : Republic-Asahi Glass Corporation Gentlemen : This has reference to your letter dated January 28, 1989 requesting for our opinion on the tenability or legality of including in the by-laws of the aforenamed corporation the provision that the joint signatures of the corporate secretary and the assistant corporate secretary shall be necessary for the validity of: a) Minutes of meetings of the Board of Directors; b) Secretary's Certificate; and c) All notices of meetings. The purpose of this provision is to safeguard the respective rights and interests of the corporations in the present corporation by stipulating that the corporate secretary shall be a nominee of Republic Glass Corporation while the assistant corporate secretary shall be nominated by Asahi Co., Ltd. of Japan. prcd A careful study of the said provision shows that there seems to be no infirmity to its legality since it does not run counter to law, morals or public policy. As explained, its rationale is to provide for a built-in mechanism to check and balance the exercise of the respective rights and interests of the consolidating entities in the instant corporation. Moreover, the adoption thereof appears to be consistent with the express provision of the last paragraph of Section 9 of the by-laws of Republic Asahi Glass Corporation which gives to the Board of Directors that power to adopt rules and regulations not inconsistent with the existing provisions thereof. It must be stated in this connection that the by-laws are the chief sources of the secretary's authority. Other sources are the statute through assignment by the board of directors or the president and by tacit consent of other officers. The by-laws may also provide for an assistant secretary and may define the powers of the secretary in a manner as to include the secretary and assistant secretary without distinction as to their duties. In some cases, the assistant secretary exercises almost all the duties of the secretary. (Corporate Secretary's Encyclopedia, Vol. 4, pp. 1370 & 1377). In view of all the foregoing we interpose no objection to the said provision. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman
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