Engr. Luis M. Garcia

July 13, 1984 Engr. Luis M. Garcia Acting President Quezon City Chamber of Commerce and Industry, Inc. 34 Pitimini Street, San Francisco del Monte Quezon City Sir : This has reference to your letter dated June 11, 1984 requesting the opinion of the Commission on the query posed therein. Records show that on April 7, 1983, a certificate for the filing of new by-laws was issued in favor of your association. The new by-laws contains a provision, not embodied in the original by-laws, stating: "SECTION 4. Resignation, Loss of right to vote and be voted upon, Forfeiture of Membership: xxx xxx xxx A members who has paid his dues but has failed to attend 50% of the regular meetings of the chamber in one administration year shall cease to be a member in good standing and shall lose his right to vote and be voted upon. xxx xxx xxx You allege that the reason you inserted said provision is to compel better attendance of members in your regular meetings. Unfortunately, it led to the following unfavorable results which are: a) It discouraged members from attending meetings because, anyway, they cannot participate; and b) Members withheld payment of their dues considering that they have been disenfranchised. The board of trustees, in order to obtain a quorum and be able to transact business, is contemplating to pass a resolution waiving the above-cited provision pursuant to the provisions of Chapter V of the same which provides: "SECTION 1. ... The board shall likewise have the power to decide whatever questions may arise from the interpretation of this by-laws and of any resolution, directives, or orders affecting the interest of the chamber, or its members, as well as the necessity of deciding matters not herein provided in accordance with existing laws and the Robert Rules of Order." Your Query is: Can the board legally do this? Generally speaking, by laws and resolutions are recognized and treated by the courts as distinct and different, not merely in name, but with regard to their respective offices, functions and operations. "A resolution is merely declaration of the will of the corporation in a given matter and in the nature of a ministerial act" (Evans v. City of Jackson, 30 SO 2d. 315, 317, 202 Miss. 9 Vol. 37 - Words and Phrases, p. 3). "A by-law is a permanent rule of action of the conduct of corporate affairs and a resolution ordinarily applied only to a single act of the corporation" (Bram. v. National Loan and Investment Co.,Tex. Ci. Appr. 139 S.W. 2d. 364, 369, Vol. 37-A Words & Phrases p. 4) ( SEC Letter to Mr. Petronilo G. Guevara dated Nov. 2, 1976 ). In view of the above, it is opined that since the purpose of the proposed board resolution is to remove the above-mentioned provision of the new by-laws, the proper procedure is for the corporation to amend the by-laws of the association pursuant to Section 48 of the Code. Otherwise, the same will remain in force. Please be advised accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman