Kapisanan ng mga Brodkaster sa Pilipinas, Inc.

July 8, 1987 KAPISANAN NG MGA BRODKASTER SA PILIPINAS, INC. 6th Floor, LTA Building 118 Perea Street, Legaspi Village Makati, Metro Manila Attention : Director Rino M . Basilio Gentlemen : This has reference to your letter, dated July 7, 1987, requesting the opinion of this Commission as to the legality of KBP holding a conference or meeting outside the country. The pertinent provision of the Corporation Code provides: "SECTION 47. Contents of by-laws . Subject to the provisions of the Constitution, this Code, other special laws, and the articles of incorporation, a private corporation may provide in its by-laws for: 1. The time, place and manner of calling and conducting regular or special meetings of the directors or trustees. xxx xxx xxx". (Emphasis supplied). Corollary thereto, quoted hereunder is Section 2, Article V of the amended by-laws of Kapisanan ng Mga Brodkaster sa Pilipinas, Inc. "SECTION 2. Meetings The Board of Directors shall meet at least once a month at a date, time and place to be designated by the Board .Notices of such meeting shall be served three (3) days prior to the date of the meeting PROVIDED that special meetings may be called by the Chairman of the Board or by three (3) members of the Board of Directors who shall sign the call for the special meeting".(Emphasis ours). If the by-laws are silent on the matter, the board may meet anywhere it pleases, possibly at different places each meeting and even outside the Philippines. (Campos, Campos, The Corporation Code, "Comments, Notes and Selected Cases, 1981 ed., p. 226). Similarly, a recognized authority in corporation law commented that except in those states that require directors' meetings to be held in the state of incorporation, directors' meetings may be held anywhere, and such different place of meeting may be specified in the call. (19 Fletcher Cyc. Corp. 1975 rev. vol., Sec. 8929 at 104). Hence, it is opined that the meeting of the board of directors of KBP held outside the Philippines is valid. The rule, however, is different as to the place of holding the general membership's meeting. In this connection, the specific provision of the Corporation Code reads thus SECTION 93. Place of Meetings The by-laws may provide that the members of a non-stock corporation may hold their regular or special meetings at any place even outside the place where the principal office of the corporation is located: Provided, That proper notice is sent to all members indicating the date, time and place of the meeting; and Provided, further, That the place of meeting shall be within the Philippines. cdlex Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman