Atty. Fernando Ma. Alberto

March 3, 1986 Atty. Fernando Ma. Alberto Room 801, Combank Bldg., Ayala Avenue, Makati, Metro Manila Sir: This refers to your letter, dated February 4, 1986, requesting the opinion of this Commission on the interpretation of the provisions of the by-laws of Kapisanan Ng Mga Brodkasters sa Pilipinas, Inc. which provides: "Article XIV AMENDMENTS SECTION 1. The by-laws may be amended from time to time by the majority vote of the members at a meeting called for the purpose, subject to the approval of the Securities and Exchange Commission." You allege that the present number of the registered members of your association is ninety-four (94).Under the circumstance, your query is: What does the phrase "majority vote of the members" mean? Does it mean 50% of the 94 members plus one (1)? Or is it a majority vote of the members present? Any corporation whether stock or non-stock is authorized to provide in its by-laws a specific number of stockholders or members necessary to constitute a quorum for the transaction of corporate business, except in those cases where the Corporation Code itself provides a greater number of stockholders or members necessary to constitute a quorum . (SEC Opinions, dated Sept. 28, 1984; January 2, 1980). The pertinent provision of the Corporation Code specifically provides and we quote: "SECTION 48. Amendment to by-laws . The board of directors or trustees, by a majority vote thereof, and ...at least a majority of the members of a non-stock corporation, at a regular or special meeting duly called for the purpose may amend or repeal any by-laws or adopt new by-laws. ..." Less than the number prescribed by the above statute cannot hold a meeting and transact business thereat. In connection with the issue directly raised in your letter, please be advised that the Commission, in a previous opinion ruled that the majority of the members or some preponderance is sometimes required to carry out a particular proposal, such as the amendment of by-laws .( Letter to PICPA, dated September 28, 1984 ,citing SEC opinion dated June 27, 1972 ). We are, therefore, of the opinion that the phrase "majority of the members" as appearing in Article XIV, Sec. 1 of your by-laws, as well as Section 48 of the Corporation Code refers to 50% of your 94 members, plus one. This view also finds support on the cardinal rule of statutory construction that when the language of a statute is plain and free from ambiguity and expresses a single, definite and sensible meaning, it must be interpreted literally and given effect as the legislature has presumably provided for. "A verba legia, non est recedendum" (Gonzaga, statutes and their Construction, p. 87). Even the California Law address to the rule that "if the quorum requirements are satisfied, the affirmative vote of the majority, entitled to vote and voting on any such matter is the act of the members, unless the vote of a greater number or voting classes is required by law ..." (1B Ballantine & Sterling, 1982 ed.,sec. 409.02, par. 1 at 19-292. Emphasis supplied) In addition, however, the vote of the majority of the board directors/trustees is a requisite in the amendment of by-laws. Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner