Mr. Leonides Respicio

October 22, 1992 Mr. Leonides Respicio Suite 1 Penthouse, Agustin I Bldg. Emerald Avenue, Pasig Metro Manila S i r : This refers to your letter of October 16, 1992 requesting opinion on the query posed therein. As stated, the By-laws of Real Estate Brokers' Association of the Philippines was amended providing the following new provisions. "ARTICLE II National Board of Directors SECTION 3.B.1. Qualified to become Chairman, President, and Vice-President: Should have served as National Director for at least one (1) year ." (Emphasis supplied) ARTICLE XIV Effectivity and Transition SECTION 2. The election for the 1992 Board of Directors shall be held in March 1992. The elected directors in the March 1992 election will hold office beginning April 1, 1992 until December 31, 1992 and all succeeding elections thereat shall be governed by Article III, Section 5 and Article VI, Section 3 of these By-Laws."(Emphasis supplied) "ARTICLE III ( Elective and Appointive Officers ) SECTION 5.A The term of office of the officers and directors shall be for one (1) year to commence on the 1st day of January and ends on the last day of December of every year until their successors are elected and qualified." (Emphasis supplied) It appears from the above new provisions that the 1992 elected directors will serve only for nine (9) months, and starting 1993, the term of the directors will be for a full one (1) year. A question now arises whether the requirement for at least one (1) year of service before a national director could be elected as Chairman, President or Vice-President applies to the 1992 elected Board for purposes of the coming election of officers to be held in November 1992 inasmuch as they serve only for less than a year. Stated otherwise, is the one (1) year requirement, under the above cited Sec. 3.B.1, equivalent to one (1) term so as to cover the term of the 1992 Board which is less than a year. You stated that the intention of the framers of the amended by-laws in requiring at least one (1) year of service as National Director is to expose the prospective candidates for Chairman, President and Vice-President to the activities in the National Board. The one year period was only in conformity with the regular, standard term of directors and was for all intents and purposes equivalent to one (1) term. The framers of the amended By-laws never intended to disenfranchise or disqualify the members of the 1992 Board, whose term was from March to December 1992, from being elected as Chairman, President or Vice-President. In this connection, please be informed that by-laws and their amendments should be construed and given effect in the same manner and upon the same principle as that of statutes. In the construction of statutes, equity should always be considered. "The Courts are not always to be hedged in by the literal meaning of the language of the statute; the spirit and intendment thereof must prevail over its letter, especially where adherence to the latter would result in absurdity and injustice." (Statutes, Alcantara sec. 31 citing Casela vs. Court of Appeals et al., G.R. No. L-26754, Oct. 16, 1970) Thus, cases which do not come within the strict letter of the statute if within the spirit, will fall within its scope. Applying the above principle in the present case, assuming that in amending the by-laws it was never intended to disqualify the elected members of the board for the year 1992 from being elected as Chairman, President or Vice-President for the year 1993, the term of the 1992 Board which is less than one (1) year by virtue of the above amendment to the by-laws, may be treated, for purposes of qualification for such positions, as equivalent to one (1) year term. LibLex Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman