Atty. Victor Africa

May 19, 1992 Atty. Victor Africa Telecoms Plaza 316 Gil J. Puyat Ave., Salcedo Village, Makati Metro Manila S i r : This refers to your letter of May 5, 1992 requesting opinion on the validity of a provision in the By-laws which automatically imposes the resignation, disqualification or removal of a director who has had a specified number of unjustified absences from Board meetings. cdlex As provided under Section 28 of the Corporation Code, the general authority to remove the members of the board of directors is lodged in the stockholders or members of the corporation. However, Section 47(5) of the same Code empowers the corporation to provide in its by-laws for the "disqualifications" of its directors. Therefore, it follows that prescribing a qualification as a devise to protect the interest of the corporation, like automatic disqualification of a director who has unjustified absences from Board meetings may be considered a valid by-law provision. Such automatic disqualification, if so provided in the by-laws, need not be approved again by the stockholders representing at least 2/3 of the outstanding capital stock as required under Section 28 of the Corporation Code. 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, stockholders and members are bound by and must comply with them. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman