Gregorio G. Sancianco High School

November 25, 1998 Gregorio G. Sancianco High School Class Of 1958 Alumni Association, Inc. No. 4 A. Bonifacio Street, Bgy. Flores Malabon, Metro Manila Attention : Mr . Ernesto C . Ignacio Secretary Gentlemen: This refers to your letter dated November 25, 1998 requesting confirmation that the following proposed amendment to the By-laws of the above-named corporation can be registered with the SEC and legally adopted by the Alumni Association. "Quorum A quorum for any meeting of the members shall consist of one-third of the members and a majority of such quorum may decide any question at the meeting, except those matters where the Corporation Code requires the affirmative vote of greater proportion." The pertinent provisions of the Corporation Code provide: SECTION 47. Contents of by-laws . Subject to the provisions of the Constitution, this Code, other special laws, and the articles of incorporation, a private corporation may provide in its by-laws for: xxx xxx xxx 3. The required quorum in meetings of stockholders or members and the manner of voting them; xxx xxx xxx SECTION 52. Quorum in meetings . Unless otherwise provided for in this Code or in the by-laws, a quorum shall consist of the stockholders representing a majority of the outstanding capital stock or a majority of the members in the case of non-stock corporation. (Emphasis supplied) Thus, a corporation is authorized to provide in its by-laws the desired quorum for the transaction of a corporate business. However, the provision in the by-laws relative to quorum will not hold true in those instances where the Corporation Code or applicable special law explicitly prescribes the proportion of stockholders or members necessary to resolve or carry out a particular corporate proposal. In such cases, a quorum shall consist of such ratio of stockholders or members as may be declared by statutory provisions. It is a cardinal rule that a by-law providing what shall constitute a quorum is invalid if it is in conflict with the provisions of a statute on the subject matter. Where the number necessary to constitute a quorum is prescribed by a statute, a by-law requiring less than the proportion required by the particular legislation is subordinate to the statute. (SEC Opinion dated February 4, 1997, citing previous SEC Opinion and 5 Fletcher Cyc. Corp. Sec. 2013) Very truly yours, (SGD.) DANILO L. CONCEPCION Associate Commissioner