Dr. Benigno M. Sulit, Jr.

November 6, 1981 Dr. Benigno M. Sulit, Jr. House of Delegates Philippine Medical Association North Avenue, Quezon City Sir : This has reference to your letter dated October 5, 1981, inquiring about the effect of the New Corporation Code of the Philippines on the internal government/organization of the Philippine Medical Association, a non-stock corporation incorporated under Republic Act No. 3634, otherwise known as "An Act providing for the incorporation of professional, civic or other non-profit or non-stock organization". The foregoing Act, which was inserted as Section 74-1/2 * of Act No. 1459, otherwise known as the Corporation Law, as amended, reads as follows: "SECTION 74-1/2 * . Any professional, civic or other non-profit or non-stock organization in existence for 15 years, may upon written consent of 2/3 of the membership entitled to vote at a meeting called for the purpose, incorporate itself as non-stock or non-profit corporation ... xxx xxx xxx Such corporations shall be entitled to continue its internal government under the terms and conditions of its constitution and by-laws and to have all the privileges and obligations of the corporation established under this Act, except insofar as inconsistent with the provisions of its constitution and by-laws." It should be noted that Batas Pambansa Blg. 68, otherwise known as the Corporation Code of the Philippines, repealed Act No. 1459 by virtue of Section 146 thereof which provides, to wit: "SECTION 146. Repealing Clause . Except as expressly provided by this Code, all laws or parts thereof inconsistent with any provision of this Code shall be deemed repealed . Thus, the operation of your association is now governed by the New Corporation Code of the Philippines. Section 148 of the Code makes applicable its provisions over all corporations lawfully existing and doing business in the Philippines on the date of its effectivity and those registered thereafter. Those affected by the new requirements under the Code are given a period of two (2) years from May 1, 1980 within which to comply with the same. prcd Please be guided accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner * Copied verbatim from documents obtained directly from the Securities and Exchange Commission .