Mr. Leo G. Agustin

September 3, 1990 Mr. Leo G. Agustin West Negros Bacolod City S i r : This refers to your letter dated August 8, 1990 seeking clarification on the following issues relative to the qualification of the President of West Negros College: 1. Must the College President be a member of the Board of Trustees? 2. Should the specific provision in the By-Laws which has been duly approved by the SEC prevail over the general provisions of the Corporation Code? 3. Does Section 25 of the Corporation Code requiring the President of a corporation to be a member of the Board also apply to presidents of colleges or educational institutions whose functions under its by-laws are merely administrative or equivalent to a general manager of a corporation? In connection therewith, we are attaching for your information, a xerox copy of our letter dated August 13, 1990 addressed to Mr. Alex D. Espino dealing on the same subject treated in your letter. Further to our aforesaid letter, the following additional information are imparted relative to your last two queries. It is the first requisite of validity that by-laws must be consonant with, and not repugnant to or in contravention of, the law of the land (8 Fletcher Sec. 4185). The by-laws are subordinate to the articles of incorporation as well as to the Corporation Code and related statutes, and should therefore not be inconsistent with any of these. Otherwise, they would have no binding effect. (Campos and Lopez-Campos, Corporation Code citing Fleischer v. Botica Nolasco, G.R. No. 23241, 47 Phil. 584 March 14, 1925) Thus, in case of conflict between the Corporation Code and the by-laws, the former shall prevail. Regarding your third query, all registered corporations are subject to the provisions of the Corporation Code. The pertinent provision of the Corporation Code provides thus: "SECTION 148. Applicability to existing corporations . All corporations lawfully existing and doing business in the Philippines on the date of the effectivity of this Code and heretofore authorized, licensed or registered by the Securities and Exchange Commission, shall be deemed to have been authorized, licensed or registered under the provisions of this Code, subject to the terms and conditions of its license, and shall be governed by the provisions hereof : Provided, That where any such corporation is affected by the new requirements of this Code, said corporation shall, unless otherwise herein provided, be given a period of not more than two (2) years from the effectivity of this Code, within which to comply with the same. (Emphasis supplied) Please be advised accordingly. (SGD.) ROSARIO N. LOPEZ Chairman