The Family Planning Organization of the Philippines, Inc.

November 19, 1986 The Family Planning Organization of the Philippines, Inc. #50 Doa Hemady St., New Manila Quezon City Attention : Francisco Faller, M . D . Sir : This has reference to your letter dated September 12, 1986 requesting for a clarification of our opinion dated August 6, 1986 relative to the election of Atty. Alberto Drilon as a member of the board of directors of the Family Planning Organization of the Philippines, Inc. for three (3) consecutive terms, which was in contravention with a specific provision in your by-laws stating that: " No governing board shall serve more than two (2) consecutive terms but shall be eligible for election only after the lapse of two (2) years ." In the letter of Leven Puno dated April 17, 1986, he alleged that Atty. Alberto Drilon was elected as member of the board on November 28, 1981 for a term of one (1) year. In 1982, he was elected for a term of three (3) years. In 1985, he was elected again for three (3) years or until 1988. In other words, Atty. Drilon was elected as board member for three (3) consecutive times. In our opinion dated August 6, 1986, we opined that a person cannot be allowed to serve for more than two (2) consecutive terms for this would be violative of a specific provision of your association's by-laws. Hence, your query requesting for clarification as regards the present status of Atty. Drilon as member of the board. In our opinion mentioned earlier, we stated that provisions of the by-laws must be complied with because to do otherwise would run contrary to the basic tenet that the by-laws of a corporation is a rule for the government of the corporation and the stockholders or members in the conduct and management of its affairs ( SEC Ltr. dated March 1, 1976 ). Valid by-laws are as much the law of the corporation as if their provisions had been part of its charter. They are in fact written into the charter and become a part of the fundamental law of the corporation, and the corporation, its directors and officers and other stockholders or members are bound by and must comply with them. (1 Fletcher, Sec. 501) In view of the foregoing, it is believed that the election of Atty. Drilon as member of the board in 1985, for a third time, being in violation of a specific restriction appearing in your by-laws, is a nullity and the resulting vacancy must be filled up in accordance with law. cdll Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman