Mr. Saliyusa H. Suhod, Al-Haj

September 18, 1990 Mr. Saliyusa H. Suhod, Al-Haj Ahmadiyya Muslim Association, Inc. Tawi-Tawi Branch Tampakan, Simunul Tawi-Tawi S i r : This refers to your letter dated May 18, 1990 requesting this Commission to allow Ahmadiyya Muslim Association, Inc. to hold its regular meetings annually instead of semi-annually as provided for in its by-laws for lack of quorum. cdll A perusal of the by-laws of subject corporation disclosed that the same provides for an "annual meeting" of the corporation to be held on the first Saturday of January and 'regular meetings" to be held semi-annually at such time as the members may determine (Article V). In connection therewith, it has to be emphasized that 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, its directors, officers, and members are bound by and must comply with them. (8 Fletcher, Sec. 4197).Accordingly, procedures or any matter different or inconsistent from that specifically provided for in the by-laws of the corporation 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. ( Letter dated March 1, 1976, addressed to Phil. Amateur Radio Association Inc. ) Thus, unless the above-mentioned provision of the by-laws of subject corporation is amended in accordance with Section 48 of the Corporation Code, quoted hereunder, the association is duty bound to observe and follow the provisions thereof: "SECTION 48. Amendments to by-laws . The board of directors or trustees, by a majority vote thereof, and the owners of at least a majority of the outstanding capital stock, or at least a majority of the members of a non-stock corporation, at a regular or special meeting duly called for the purpose, may amend or repeal any by-laws or adopt new by-laws. The owners of two-thirds (2/3) of the outstanding capital stock or two-thirds (2/3) of the members in a non-stock corporation delegate to the board of directors or trustees the power to amend or repeal any by-laws or adopt new by-laws; Provided, That any power delegated to the board of directors or trustees to amend or repeal any by-laws or adopt new by laws shall be considered as revoked whenever stockholders owning or representing a majority of the outstanding capital stock or a majority of the members in non-stock corporation, shall so vote at a regular or special meeting. Whenever any amendment or new by-laws are adopted, such amendment or new by-laws shall be attached to the original by-laws in the office of the corporation, and a copy thereof, duly certified under oath by the corporate secretary and a majority of the directors or trustees, shall be filed with the Securities and Exchange Commission, the same to be attached to the original articles of incorporation and original by-laws. The amended or new by-laws shall only be effective upon the issuance by the Securities and Exchange Commission of a certificate that the same are not inconsistent with this Code ." (Emphasis supplied) prcd Please be advised accordingly. (SGD.) ROSARIO N. LOPEZ Chairman