Mr. Victor A. Luciano, Jr., MD.

September 24, 1997 Mr. Victor A. Luciano, Jr.,MD. Philippine College of Occupational Medicine Rm. 106 Philippine Medical Association Bldg. Quezon City S i r : This refers to your letter dated September 15, 1997, requesting clarification/information relative to venue of general membership meeting/convention and the requirements for the presence of SEC representative/observer during such meeting/convention. cdlex The Corporation Code is explicit that stockholders or members meeting shall be held in the city or municipality where the principal office of the corporation is situated. Section 51 thereof reads thus: "SECTION 51. Place and time of meeting of stockholders or members . Stockholders' or members' meetings whether regular or special shall be held in the city or municipality where the principal office of the corporation is located .and if practicable in the principal office of the corporation: Provided That Metro Manila shall, for purposes of this section, be considered a City or municipality ." (Emphasis supplied) However, under Section 93 of the Corporation Code, the By-laws, in the case of non-stock corporations, may provide for the holding of members meeting in a place even outside the place where the principal office of the Corporation is located, but should be within the Philippines. Section 93 of the Corporation Code reads: SECTION 93. Place of meetings . The by-laws may provide that the members of a non-stock corporation may hold their regular or special meetings at any place even outside the place where the principal office of the corporation is located :Provided, That proper notice is sent to all members indicating the date, time and place of meeting; and Provided further, That the place of meeting shall be within the Philippines ." (Emphasis supplied) Thus, unless so provided in the By-laws ,a non-stock corporation cannot hold members meeting outside the city or municipality where its principal office is located. Please be advised further that under SEC Res. No. 5793, S. of 1996, specific request for SEC observer in stockholders/members meeting shall only be granted under very restrictive circumstances and with the approval of the Commission. prcd Very truly yours, (SGD.) PERFECTO R. YASAY, JR. Chairman