Dr. Lachman K. Daswani O.D.

February 21, 1995 Dr. Lachman K. Daswani O.D. Hindu Temple Inc. 1426 Looban Street, Paco, Manila S i r : This refers to your letter of February 20, 1995 requesting clarification on the applicability of the provisions of the Amended By-Laws of Hindu Temple, Inc. recently approved by the Commission on February 15, 1995, in the forthcoming election of the corporation. LexLib Your queries are: 1. Since the By-laws have already been approved by the Commission, are the provisions thereof relative to the election of the Board of Trustees applicable in the coming election to be held on March 15, 1995? 2. Can a member who is a Life Time Member for less than a year (i.e. from November/December 1994) run for Director/Trustee of the Hindu Temple? 3. Can a member who is a Life Time Member for less than a year (i.e. from November/December 1994) but a regular member for more than one year, run or be elected as Director/ Trustee of the Temple? 4. Can a regular member (not Life Time Member) run for Director of the Temple? Section 48 of the Corporation Code explicitly provides that amendments to the by-laws shall be effective upon the issuance by the Securities and Exchange Commission of a certification that the same are not inconsistent with the Corporation Code. Accordingly, your first query is answered in the affirmative. Anent your last three queries, the same Law expressly provides that to be qualified as member of the Board in a non-stock corporation, one must be a member thereof. In addition to said qualification, a corporation, pursuant to Section 47(5) thereof may provide in its By-laws for additional qualifications .Thus, consistent with said statutory provision, the latest approved Amended By-laws of subject corporation provides, "SECTION 3. ... B. To be qualified to run for Trustee in the temple one should be Life Time Member . C. A member in good standing shall have the privilege to be voted upon; provided he has been a Life Time Member for at least one (1) year from the date of his admission . ...." (Emphasis supplied) It is clear from the above by-law provisions that only life time members for at least one year are qualified to run or be voted as members of the Board of Trustees. It is well-settled that by-laws are the private laws of the corporation. They are in effect written into the charter and in this sense, they become part of the fundamental law of the corporation, and the corporation, its directors, officers and members are bound by and must comply with them. Accordingly, your last three queries are answered in the negative. llcd Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner