Filipino Inventors Society, Inc.
SEC Opinion • Securities and Exchange Commission • Opinions • Jan 24, 1984
Full text
January 24, 1984 Filipino Inventors Society, Inc. c/o Mr. Jose Ma. R. Concepcion Philtrade Cluster H Roxas Boulevard, Manila Gentlemen: This refers to your letter dated January 11, 1984 requesting for approval of the resolution amending Article VI, Section 10 of the by-laws of the above-named corporation increasing the membership of the Board from eleven (11) to fifteen (15). cdll In connection therewith, Section 16 of the Corporation Code, provides, as follows: "SECTION 16. Amendment of articles of incorporation . Unless otherwise prescribed by this Code or by special laws and for legitimate purposes, any provision or matter stated in the Articles of incorporation may be amended by a majority of the board of directors or trustees and the vote or written assent of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock without prejudice to the appraisal right of dissenting stockholders in accordance with the provisions of this Code or the vote of written assent of two-thirds (2/3) of the members if it be a non-stock corporation. The original and amended articles together shall contain all provisions required by law to be set out in the articles of incorporation. Such Articles, as amended, shall be indicated by underscoring the change or changes made, and a copy, thereof duly certified under oath by the corporate secretary and a majority of the directors or trustees stating the fact that said amendment or amendments have been duly approved by the required vote of stockholders or members, shall be submitted to the Securities and Exchange Commission. The amendments shall take effect upon its approval by the Securities and Exchange Commission or from the date of filing with the said Commission if not acted upon within six (6) months from the date of filing for a cause not attributable to the corporation." In view thereof, it is advised that to effect the increase in the number of your board from 11 to 15, an amended articles of incorporation executed in accordance with the aforecited provisions must be submitted to this office. Please be guided accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman
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