Manuel L. Quezon University

April 26, 1983 Manuel L. Quezon University 916 R. Hidalgo St. Manila Gentlemen: This refers to your letter, dated April 16, 1983, enclosing therewith your board resolution of March 24, 1983, postponing the annual stockholders meeting thereof from August 7, 1983 for reasons stated therein. LibLex Relative thereto, please be informed that the Board of Directors cannot change the date of the annual meeting prescribed in the by-laws of the corporation so as to lengthen their term of office, unless the reason is justifiable and proper notice of the postponement is given to the stockholders "An annual meeting, required and stated for each year, cannot be dispensed with by the corporate officers, and the directors cannot, by a by-law or otherwise, so change the time of the annual election, so as to continue themselves in office more than a year" (5 Fletcher, Cyc. Corps., sec. 2001 at 27). Considering that financial statements is one of the important means of reporting to the stockholders the financial status of the corporation, the justification submitted by the corporation is found reasonable. The corporation, therefore, may hold its stockholders annual meeting on August 7, 1983, provided proper notice of the change of the date is given to the stockholders. For the future, it is advised that the corporation should amend its by-laws to make it more convenient to have the financial statements available at the annual stockholders meeting. cdll Very truly yours, (SGD.) MANUEL G. ABELLO Chairman