Mr. Gelacio Manalang
SEC Opinion • Securities and Exchange Commission • Opinions • Jan 10, 1984
Full text
January 10, 1984 Mr. Gelacio Manalang Tarlac Public Market Vendors Ass'n., Inc. Tarlac, Tarlac Sir : This has reference to your letter dated February 8, 1983, requesting for the opinion of this Commission on the queries posed therein. cdll It appears therein that the Articles of Incorporation of the Tarlac Public Market Vendors Association, Inc. (TAPMARVA in short), was filed on May 30, 1979. However, the members of the said association do not feel certain as to whether the by-laws has been filed with the Securities and Exchange Commission and as to whether the TAPMARVA has the legal personality to represent its members. You now posed the following queries and we have stated the corresponding answers thereto: 1. Is the TAPMARVA a legitimate association? If not, why? Can it still be legitimatized by submitting other requirements? What are these requirements? In answer thereto, please be informed that in a previous ruling, this Commission has ruled that "An Association which is registered acquires a juridical personality." ( Ltr. to Rompal Mining Co. Ltd. March 24, 1972 ). From a perusal of the records of the corporation on file with this Commission, it shows that the Tarlac Public Market Vendors Association, Inc. is registered with the SEC and the same, is therefore a legitimate association. 2. Has there been a Constitution and By-laws of the Association filed with SEC? If yes, when was it filed? Could I secure a copy of this By-laws? If none, what is the effect of this lack of by-laws? Can the association operate without by-laws validly? What are the status of the officers elected without any by-laws? The records likewise show that a Code of by-laws adopted by the members on June 25, 1979, has been filed with this Commission on April 19, 1983. A certificate of Filing of By-laws has been issued by this Commission on July 12, 1983. Considering the same, we are herewith returning your by-laws filed on July 11, 1983. Enclosed is a xeroxed copy of the approved by-laws of the corporation as requested. Please be advised accordingly. Very truly yours, (SGD.) GONZALO T. SANTOS, JR. Associate Commissioner
Ask what this means for your situation
The assistant quotes the passage it relies on and links the source, so you can check every figure it gives you.