Cancio, Neri, Sanchez & Associates

March 25, 1983 Cancio, Neri, Sanchez & Associates Counsellors and Attorneys-at Law 103 Times Street Corner E. de los Santos Avenue Quezon City Attention : Atty . Roberto T . Neri Gentlemen: This has reference to your letter dated March 24, 1983, requesting for opinion of this Commission on the query posed therein. It appears therein that on March 28, 1982, a resolution was passed and adopted by the Wack Wack Golf Country Club, Inc. limiting the reelection term of the Directors and President to provide other capable members the opportunity to serve as directors in the Board of Directors. Consequently, Sec. 16(b) of the By-Laws was amended to read as follows: "No member may be elected to the Board of Directors for more than three (3) consecutive terms and no Director may serve as President for more than two (2) consecutive terms and that a member may be eligible for election again to the Board only after the expiration of two (2) years from his second term." Further, it appears that at the time of the adoption of the aforequoted resolution, one of the directors had already served in the Board for more than three years and up to the present time, he is still a director therein. You now request for the opinion of this Commission on whether said director is disqualified from seeking election to the Board of Directors of the Club for another term at the annual election to be held on March 27, 1983. An examination of your by-laws reveals that the aforesaid amendment was adopted on March 28, 1982. In a previous opinion, this Commission has held that By-Laws should be made to apply prospectively, and not retroactively and should become operative from the time of their adoption provided they are not contrary to law, morals and public policy". ( Letter to Atty. Mel G. Oxciano dated November 2, 1977 ). Therefore, the provision that no member shall be elected to the Board of Directors for more than three consecutive terms should not be made apply to members elected before the adoption of such provision, as the same should be made to apply prospectively and not retroactively. Please be guided accordingly. Very truly yours, (SGD.) JESUS J. VALDES Associate Commissioner