Ms. Soledad K. Maramba

February 2, 1988 Ms. Soledad K. Maramba c/o Adriatic Realty Corporation Cattleya Condominium Building Salcedo St., Legaspi Village Makati, Metro Manila Madam : This refers to your letter, dated December 23, 1987, requesting the opinion of this Commission on the query posed therein. It appears therein that your company, Adriatic Realty Corporation, owns a unit of the Cattleya Condominium Building. Since your company acquired said unit some thirteen (13) years ago, no general membership meeting has ever been held or called. Your verbal and written inquiry in this regard from the building administrator has not received any reply at all. In this connection, your query is: is the holding of an annual general membership meeting of Cattleya Condominium Corporation a requirement? The pertinent provision of the by-laws of Cattleya Condominium Corporation reads as follows: "ARTICLE V. Meeting of Members Annual meetings of the members shall be held at the principal office of the corporation of the above address on the 5th day of February of each year, at the hour of 6 o'clock P.M. for the purpose of electing the directors of the corporation and transacting any other business authorized to be transacted by the members. If said day should be a holiday, then the meeting shall be held on the next business day at the same place and hour". It is very explicit from the above provision of by-laws of Cattleya Condominium Corporation that annual meeting of members shall be held on the 5th day of February of every year, and if said day falls on a holiday, then, the meeting shall be held on the following business day. It is well-settled that by-laws are the private laws of the corporation. They are in effect written into the charter and in this sense, they become part of the fundamental law of the corporation, and the corporation, its directors, officers and members are bound by and must comply with the same. (SEC Opinion, dated April 20, 1987, citing 8 Fletcher Cyc. Corp., 750-751). Hence, your query is answered in the affirmative. In addition, please be informed that on even date, the attention of the Supervising and Monitoring Department of this Commission has been called regarding Cattleya Condominium Corporation's non-compliance with the SEC reportorial requirement. cdlex Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman