6th Division Landless Association, Inc.

July 10, 1990 6th Division Landless Association, Inc. Gentlemen : This refers to your letter dated June 25, 1990 inquiring on the procedure of amending your articles of incorporation/by-laws to reflect the changes in the association membership. While under Section 16 of the Corporation Code, a corporation is given the right to amend its articles of incorporation, nevertheless, the portions in the articles of incorporation stating the names of the incorporators/ incorporating trustees (Articles 5 and 6 of your articles of incorporation) cannot be amended for the reason that the same are established facts which cannot be changed. Furthermore, any amendment to Article 5 of your articles of incorporation would go against the meaning and concept of the word "Incorporators" as defined in Section 5 of the Corporation Code, which reads in part: " Incorporators are those stockholders or members mentioned in the articles of incorporation as originally forming and composing the corporation and who are signatories thereof ." (Emphasis supplied) Likewise, the enumeration of members who contributed to the initial capital contribution of the association under Section 7 of your articles of incorporation cannot be amended or changed as the same is also considered an established fact. New members who are admitted in accordance with the provisions of the by-laws of the association need not be reflected in the articles of incorporation. However, the same should be recorded in the "membership book" of the association, and pursuant to Article VII of the articles of incorporation of the association, list of additional members who will be admitted shall be submitted to the Commission from time to time. The best evidence to show as to who are the present members of the corporation is the "membership book". cdlex Please be advised accordingly. Very truly yours, (SGD.) RODOLFO L. SAMARISTA Associate Commissioner