Ms. Grace Valderrama

November 6, 1987 Ms. Grace Valderrama c/o Philippine Nurses Association 1663 F. Tirona Benitez St. Malate, Metro Manila Dear Madam : This relates to your letter, received by the Commission on November 3, 1987, requesting our opinion on the following queries: LibLex 1. Has the PNA filed with the Securities and Exchange Commission the amendments to the PNA's by-laws which were passed by the House of Delegates in its October 29, 1986 convention and subsequently ratified by the general membership in its assembly held on October 30, 1986? 2. If said amendments have been filed with the Commission, what is the official ruling on the same, in particular, Article III, Section 18(c) which provides that the House of Delegates can amend the PNA constitution and by-laws? 3. Does anyone of the above named amendment conflict in any way with the Corporation Code? If so, what particular aspects? 4. What is the quorum required by the SEC to the July 17, 1987 PNA Board of Governors' meeting? Anent your first query, please be informed that the Philippine Nurses Association has not as yet filed with this Commission its amended by-laws, allegedly approved by the House of Delegates and the general membership of the association on October 29, 1986 and October 30, 1986, respectively. Article III, Section 18(c) of the amended by-laws of PNA, which provides that the House of Delegates "shall have the power to amend by-laws subject to concurrence by the SEC" is a restatement of the provision of the approved amended by-laws of PNA. The corresponding certificate of filing of amended by-laws of subject association was issued by this Commission on April 18, 1984. Considering that the set of amended by-laws of PNA allegedly passed by the HOD on October 29, 1986 and ratified by the general membership on October 30, 1986 has not been submitted to the Commission for approval, we cannot comment on the legality of its amended provisions for obvious reasons. Apropos the required quorum of the Board of Governors (Board of Directors),Section 25 of Article IV of the approved amended by-laws of the Philippine Nurses Association reads thus: "SECTION 25. Quorum . A majority of the members of the Board shall constitute a quorum to transact business and decisions arrived at shall be considered valid." It is well settled that a majority means a majority of the number of the directors (or in your case, governors),and such quorum remains the same even though there may be vacancies. (Fletcher, Cyc. Corps.,sec. 421). As the Commission resolved in its previous opinions, the formula in determining the "majority of the number of directors" would be one-half plus one of the number of directors as fixed in the articles of incorporation. LexLib Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman