Mr. Orlando C. Paray

July 28, 1987 Mr. Orlando C. Paray c/o Valley Golf Club, Inc. Antipolo, Rizal Sir : This refers to your letter dated July 17, 1987, requesting the opinion of this Commission on the query posed therein. cdll It appears therein that on September 9, 1980, Article IV, Section 1 of your by-laws was amended reading as follows: ARTICLE IV DIRECTORS "SECTION 1. Board of Directors . The business and property of the Club shall be managed by a Board of nine (9) Directors who shall be elected annually by the stockholders for the term of one (1) year and shall serve until the election and acceptance of their duly qualified successors. Provided that a director may be elected for two (2) consecutive years and thereafter may run for the same office only after the lapse of two (2) years. On September 14, 1986, the same provision was amended and the amendment was approved by the Commission, reading as follows: ARTICLE IV DIRECTORS ". . . SECTION 1. Board of Directors . The business and property of the club shall be managed by a Board of nine (9) Directors. At the next annual stockholders' meeting, nine (9) directors shall be elected, the first three (3) directors receiving the highest number of votes shall serve for a term of three (3) years, the three (3) other directors receiving the next highest number of votes shall serve for a term of two (2) years, and the remaining three (3) directors shall serve for a term of one (1) year. Every year there after, at the annual stockholders' meeting, there shall be elected three (3) directors who shall serve for a term of three (3) years. No director can serve consecutively for more than three (3) years. . . ." Your personal opinion is that there is no legal impediment for an incumbent director to run again as director of Valley Golf Club in the 1987 elections and to serve as such depending upon the number of plurality votes he garnered because the 1986 Amendment of By-laws is prospective in application and without taking into consideration any past tenure. You are now asking the opinion of the Commission whether or not you are correct. In a previous opinion, this Commission has ruled 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." ( Ltr. to Atty. Mel G. Oxciano dtd. Nov. 2, 1977 ). Applying the foregoing ruling to the instant case, since your approved by-laws has been amended and the amendment has been approved by this Commission, there is, therefore, no legal impediment for an incumbent director to run again as director in the 1987 elections. Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman