Ms. Elizabeth G. Laniog

January 3, 1996 Ms. Elizabeth G. Laniog United Workers Transport Corporation No. 68 Mindanao Ave.,Pag-asa, Quezon City Madam: This refers to your letter dated December 27, 1995 requesting opinion on the legality of the preparation of the notice of regular meeting for the 1996 election of the Board of Directors of United Workers Transport Corporation. Please be advised that the Commission does not, as a matter of settled policy, render opinions on queries based on mere allegations involving justiciable issues which may eventually be litigated in the future or which could only be clarified and determined in a proper proceeding, such as those presented in your letter. The opinions which may be rendered thereon would not be binding upon private who would in all probability, if the opinion happens to be adverse to their interest, take issue therewith and contest it before the proper forum. The Commission, therefore, has to refrain from giving a categorical statement on the legality of the issue raised in your letter so that it will not be estopped to resolve any controversy pertaining thereto if brought before it in a proceeding. However, for purposes of information only, the following are imparted. The pertinent provision of the Corporation Code provides: "SECTION 41. 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: xxx xxx xxx 6. The time for holding the annual election of directors or trustees and the mode or manner of giving notice thereof; ..." (Emphasis supplied) Thus, the corporate by-laws shall be controlling in determining what should be the proper procedure to be followed by the corporation in sending notices of annual election. Any stockholder who may have a cause of action against a director, officer or stockholder for violation of the provisions of the corporate by laws may file a verified complaint with the Securities Investigation and Clearing Department of this Commission pursuant to PD 902-A, as amended and the SEC Revised Rules of Procedure . Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner