Superintendent Pedro Bulaong
SEC Opinion • Securities and Exchange Commission • Opinions • Jul 3, 2002
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July 3, 2002 SEC OPINION Superintendent Pedro Bulaong Police Senior Superintendent Philippine National Police Academy Alumni Association, Inc. Dear Sup. Bulaong, This refers to your letter dated May 10, 2002 seeking confirmation as to whether the different chapters of your association can validly register their separate constitution and by-laws with me SEC and to constitute their own set of Officers. Section 2, Art. III of the by-laws of your association, as cited in your letter, allows the establishment of chapter organizations as follows: NHQ-PNP, NHQ-BJMP, NHQ-BFP, Regional Women, and other chapter organizations, and are allowed to adopt their own by-laws which is not contrary to or inconsistent with the by-laws of your association. Chapters . . . form part of the organizational unit of non-stock corporations whose functions and powers are stated in detail in the by-laws" of the mother corporation. (SEC Opinion dtd. Dec. 17, 1982, Mr. Pascual Dimagiba) They need not be registered separately from the mother corporation. In which case, they shall be governed by the by-laws of the latter. However, "for the chapter to acquire a juridical personality independent and distinct from that of the mother corporation, it should incorporate in accordance with the Corporation Code and the rules and regulations of the Commission. ( supra ) The chapters can use the name of the mother organization upon the consent of the latter. The chapters can then validly adopt its own by-laws and elect its own set of Officers. It may be well to mention that the by-laws provision, by itself "does not and can not confer to said chapter juridical personality separate and distinct from the corporation." ( supra ) In the case of your organization, if the regional chapters are independently registered with the SEC, they must have their own by-laws and separate set of Officers, though still under the general supervision of the mother organization. Otherwise, if the chapters are not separately incorporated, then they shall be governed by the by-laws of the mother organization. The regional chapters can not file a separate by-laws with the Commission. Very truly yours, (SGD.) JESUS ENRIQUE G. MARTINEZ Commissioner
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