Atty. Arturo E. Balbastro

November 13, 1989 Atty. Arturo E. Balbastro 6th Floor, ADC Building 648 T.M. Kalaw Street Ermita, Manila Sir : This refers to your letter dated October 21, 1989, requesting opinion on the validity of the proposed amendments of the by-laws of Young Men's Christian Association of the Philippines, Inc. 1. Article VI Section 1 The pertinent provisions of the Corporation Code provide: "SECTION 23. Unless otherwise provided in this Code, the corporate powers of all corporations formed under this Code shall be exercised, all business conducted and all property of such corporations controlled and held by the board of directors or trustees to be elected from among the holders of stock, or where there is no stock, from among the members of the corporation ,..." (emphasis supplied). LibLex "SECTION 25. Immediately after their election, the directors of a corporation must formally organize by the election of a president ,who shall be a director, a treasurer who may or may not be a director, a secretary who shall be a resident and citizen of the Philippines, and such other officers as may be provided for in the by-laws ...".(emphasis supplied). It is clear from the foregoing provisions that the election of the board of directors shall precede the election of officers. Hence, the proposal that 5 of the members of the National Board shall come from the officers is not in accordance with the said provisions of law. 2. Article VI Sec. 5 The provision should be revised to conform with Section 29 of the Corporation Code which provides that "any vacancy occurring in the board of directors or trustees other than by removal by the stockholders or members or by expiration of term may be filled by the vote of at least a majority of the remaining directors or trustees, if still constituting a quorum; otherwise said vacancies must be filled by the stockholders in a regular or special meeting called for that purpose".(emphasis supplied). 3. Article XVIII Participation by the board in the approval of amendments to the by-laws is in accordance with Section 48 of the Corporation Code quoted hereunder: "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 may 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 corporations, shall so vote at a regular or special meeting." ...(emphasis supplied). The rest of the proposed amendments appears to be in order. Please be guided accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman