Mr. Arsenio R. Reyes

July 4, 1984 Mr. Arsenio R. Reyes President, Printing Industries Association of the Phil.,Inc. 1240 Gral. Luna St.,Ermita Manila Sir : This has reference to your letter dated May 11, 1984 requesting the opinion of this Commission on whether the Board of Directors of your association can adopt resolutions limiting the number of times that a member can be elected to the board and disqualifying any past president from running as a member of the board of trustees. Generally speaking, by-laws and resolutions are recognized and treated by the Courts as distinct and different, not merely in name, but with regard to their respective offices, functions and operations. "A resolution is merely declaration of the will of the corporation in a given matter and in the nature of a ministerial act." (Evans v. City of Jackson, 30 SO 2d. 315, 317, 202 Miss. 9 Vol. 37-Words and Phrases p. 3). "A by-law is a permanent rule of action of the conduct of corporate affairs and a 'resolution' ordinarily applied only to a single act of the corporation." (Bram. v. National Loan & Investment Co.,Tex. Cr. Appr. 139 S.W. 2nd, 364, 369 Vol. 37-A Words and Phrases p. 4) ( SEC Letter to Mr. Petronilo G. Guevara dated Nov. 2, 1976 ). prcd In this connection, Section 47 of the Corporation Code of the Philippines, provides, in part, as follows: "SECTION 47. Contents of by-laws . Subject to the provisions of the Constitution, this Code, other special laws, and the articles of incorporation, a private corporation may provide in its by-laws for: xxx xxx xxx "5. The qualifications ,duties and compensation of directors or trustees, officers and employees." (emphasis supplied) xxx xxx xxx In view of the above, it is opined that if the above-mentioned resolutions are not embodied as provisions in your association's by-laws, the same will not have the force and effect of the same. A by-laws constitute the rules and regulations or private laws enacted by the corporation to regulate, govern, and control its own actions, affairs and concerns, its members, directors, and officers with relation thereto, and among themselves in their relation to it. (SEC letter, Supra ). Hence, the additional qualifications that a member should have before he/she could be elected to the board should be provided for in the by-laws by amending the same pursuant to Section 48 of the Code. Otherwise, the same cannot be enforced. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner