Philippine Institute of Civil Engineers, Inc.

March 7, 1984 Philippine Institute of Civil Engineers, Inc. 395 Quezon Ave.,Quezon City Attention : Mr . Godofredo J . Marquez Gentlemen: This refers to your letter dated March 3, 1984 requesting for opinion on the following: 1. Is voting by delegates (or electoral votes) allowed by the Securities & Exchange Commission? The delegates shall elect the board of governors and the governors shall elect the officers. 2. Alternatively, may 200 member-delegates, apportioned among chapters, qualified to vote and be voted upon, present in an annual election by popularity vote every officer and governor in the floor, one after the other. Subject to any provision in the charter or statute ,the weight of authority is that it is competent for a corporation to adopt by-laws, regulating in a reasonable manner the right to vote and the manner or method of voting at corporate elections . (8 Fletcher, Cyc. Corp. 4209). The pertinent provision of the Corporation Code of the Philippines provides, as follows: "SECTION 89. Right to vote . The right of the members of any class or classes to vote may be limited, broadened or denied to the extent specified in the articles or by-laws .Unless so limited, broadened or denied, each member regardless of class shall be entitled to one vote." (emphasis supplied) xxx xxx xxx Thus, the articles of incorporation or by-laws of your corporation may provide for either of the two above-mentioned alternatives of voting. Article V of your present by-laws, however, provides for a different manner of voting at election which states, as follows: "SECTION 1. The Board of Directors shall consist of fifteen (15) members, all of whom shall be elected annually by the members of the institute ." (emphasis supplied) "SECTION 10. Without further notice, immediately after the election of the directors, they shall elect from among the elected Directors by secret ballot, the President, the First Vice-President, the Second Vice-President, the Secretary and the Treasurer, all of whose terms of office as such shall likewise start on the first day of January." In order therefore to legally effect the changes in the manner of voting in the election of your directors, your by-laws must be amended in accordance with the provision of the Corporation Code. Please be advised accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman