Mr. Eugenio S. Noriega

July 9, 1990 Mr. Eugenio S. Noriega 2207 Salvador St.,Fortuna Village I Bo. Gen. T. de Leon, Valenzuela S i r : This refers to your letter dated May 3, 1990 requesting opinion on the following queries: A. If any member of the original incorporators of a non-profit organization, say a church, dies while others resigned for personal purposes and others were separated for cause, what are the procedures to follow: LexLib 1. Is it mandatory for the Head Pastor to inform the SEC in writing about the matter? 2. Is it proper also to amend the Articles of Incorporation and By-Laws so as to replace those already inactive? 3. If so, how are the above-queries complied with? B. Are there special separate laws that govern and control the churches in the country? If so, where could one secure copies of said law so that the Board of Trustees may be informed on how a church operates in accordance with the laws on the matter. Relative to your query A(1), death, resignation or separation of members need not be reported to the Commission. However, the same should be recorded in the membership book of the Corporation, and pursuant to Section 26 of the Corporation Code, should the separated member be a director, trustee or officer, such fact should be immediately reported to the Commission. Anent your query A(2), please be advised that the portions in the articles of incorporation stating the names of the incorporators and incorporating directors/trustees cannot be amended by substituting them with names of other persons for the reason that the same are established facts which cannot be changed. Furthermore, the amendment thereto would go against the meaning and concept of the word "Incorporators" as defined under Section 5 of the Corporation Code which read in part: ".... Incorporators are those stockholders or members mentioned in the articles of incorporation as originally forming and composing the corporation and who are signatories thereof ." (Emphasis supplied) We, therefore, answer the said query in the negative. Regarding query B, religious corporations shall be governed by Title XIII, Chapter II (Sections 109-116) of the Corporation Code and by general provisions of the Code on stock and non-stock corporations insofar as they may be applicable. Very truly yours, (SGD.) RODOLFO L. SAMARISTA Associate Commissioner