Philippine Institute of Civil Engineers, Inc.

August 3, 1984 Philippine Institute of Civil Engineers, Inc. 395 Quezon Avenue Quezon City Attention : Mr . Godofredo J . Marquez Gentlemen: This has reference to your letter dated July 23, 1984 requesting opinion of this Commission on the query posed therein: It appears that the association wants to adopt a new by-laws, a copy of which was furnished this office on March 5, 1984. You allege, however, that the association will encounter difficulty in having the same approved by the majority of the members considering that it has more than 10,000 members all over the country and to get 5001 votes would be an impossible task. Your query is : Can the association at present ask the members to vote by mail to the adoption of the new by-laws considering that the same is allowed under the Corporation Code which provides: "SECTION 89. Right to vote .... Voting by mail or other similar means by members of non-stock corporations may be authorized by the by-laws of non-stock corporations with the approval of, and under such conditions which may be prescribed by, the Securities and Exchange Commission." The existing by-laws of your association as approved by this Office on July 20, 1982 prescribes the following procedure for amendments thereof, to wit: "SECTION 2. Proposed amendments to these by-laws shall be mailed to the members . At the same time as the mailing of the proposed amendments to the members, the Board of Directors shall call a national Meeting within a period of not less than thirty (30) days nor more than forty-five (45) days for the purpose of approving these amendments." (Emphasis supplied) By-Laws are the private laws of the corporation. They are in effect written into the charter and in this sense, they become part of the fundamental law of the corporation. And the Corporation, and its directors and officers are bound by and must comply with them. (8 Fletcher, 750-751). The provisions of your by-laws regarding amendments are clear and need no further elucidation or interpretation. Procedures different from that of the by-laws will run contrary to the basic tenet that the by-laws of a corporation is a rule for the government of the corporation and its stockholders or members in the conduct and management of its affairs ( SEC letter to Philippine Amateur Radio Association, Inc. dated March 1, 1976 ). Hence, even if voting by mail is allowed under Section 89 of the Corporation Code, the same must be specifically provided for in the association's by-laws before the same can be availed of. The answer to your query is, therefore, in the negative. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner