Mrs. Epifania R. Quimson

August 2, 1982 Mrs. Epifania R. Quimson M-3 Legaspi Towers 200 Paseo de Roxas, Makati Metro Manila Madam : This refers to your letter dated April 15, 1982 requesting opinion on the query posed therein. Records show that the by-laws of FRQ Realty Managers Inc. specifically provides in Article I, Section 1 that the corporation's annual meeting shall be held on the third Tuesday of September of each year. However, in a stockholders' meeting held on September 15, 1982, the stockholders unanimously approved a resolution amending the date of the stockholders' meeting from September to April of each year to make it coincide with the fiscal year of the corporation. You wish to know if said resolution is operative even if certain formalities are not complied with. Relative thereto, please be informed that to effect the above-mentioned change, the FRQ Realty by-laws should be amended in accordance with Section 48 of the Corporation Code. As aptly held in the case of Gold Bluff Mining and Lumber Corp. V. Whitlock (75 Conn 669, 55 Atl. 175): "Where the statute gives the stockholders the right to fix by-laws, the time when directors shall be annually chosen and the right to alter or repeal by-laws previously adopted, they may change the date of the annual meeting by properly altering the by-laws." (5 Fletcher, Cyclopedia Corporations, p. 23). Please be guided accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner