Mr. Jose Maria Y. Jalandoni
SEC Opinion • Securities and Exchange Commission • Opinions • Apr 12, 1983
Full text
April 12, 1983 Mr. Jose Maria Y. Jalandoni Bacolod City Sir : This refers to your letter dated April 11, 1983, requesting the opinion of this Commission on the query posed therein. cdlex It appears therein that Asian Consumer and Investment Finance Corporation (Asian Finance) is scheduled to hold its annual stockholders meeting on April 20, 1983, at the principal office of the corporation, wherein you intend to run for a seat in the board of directors. You stated that Article VI of the amended articles of incorporation of "Asian Finance" provides for seven (7) directors, while its amended by-laws call for nine (9) directors. Hence, this present request for the Commission to render a definite legal opinion as to how many directors are to be elected in the coming 1983 annual stockholders' meeting of "Asian Finance". Anent thereto, please be informed that this Commission agrees with the advice of your counsel that the amended by-laws are subordinate to the amended articles of incorporation. Thus, the amended by-laws should be inconsistent with the amended articles of incorporation, otherwise, inconsistent provision of the by-laws would have no binding effect. Accordingly, it is advised that at the annual stockholders' meeting of Asian Finance on April 20, 1983, only seven (7) directors should be elected. Please be advised accordingly. Very truly yours, (SGD.) JESUS J. VALDES Associate Commissioner
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