Mr. Romulo Fuentebella
SEC Opinion • Securities and Exchange Commission • Opinions • Jul 13, 2000
Full text
July 13, 2000 Mr. Romulo Fuentebella San Beda College Grade School Family Council (SBC GRASFACO),Inc. Chino Roces Street, San Miguel Manila S i r : This refers to your letter dated July 10, 2000 inquiring whether or not the board of directors can defer implementation of the corporate by-laws of your corporation approved by the Commission on June 13, 2000. TCcDaE The pertinent provision of the Corporation Code provides: "SECTION 46. Adoption of by-laws . ... xxx xxx xxx In all cases, by-laws shall be effective only upon the issuance by the Securities and Exchange Commission of a certification that the by-laws are not inconsistent with this Code." (Emphasis supplied) It is clear from the above provision that the by-laws shall be effective upon approval by the SEC. Consistent with the above-provision, the corporate by-laws of your corporation provides: "SECTION 2. Effectivity . These By-laws or amendments thereto shall take effect upon approval by the Securities and Exchange Commission. (Article X, Emphasis supplied) Accordingly your query is answered in the negative. It is well-settled that by-laws are the private laws of the corporation. Therefore, the corporation, its directors ,officers and members are bound by and must comply with them. Very truly yours, (SGD.) SONIA M. BALLO Director Corporate and Legal Department
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