St. Luke's Nurses Alumni Association
SEC Opinion • Securities and Exchange Commission • Opinions • Aug 24, 1995
Full text
August 24, 1995 St. Luke's Nurses Alumni Association E. Rodriguez Sr.,Blvd., Quezon City P.O. Box 780, Manila Attention : Mrs . Florence R . Strack M a d a m : This refers to your letter dated August 21, 1995, requesting clarification on the effectivity and enforceability of the Amended By-laws of St. Lukes Nurses Alumni Association, Inc. which was approved by the General Assembly in October, 1993, but filed with the SEC only in May, 1995, and is still pending approval by the Commission, particularly on the election and term of office of the Board of Directors and/or Officers of the Association. Section 48 of the Corporation Code provides in part: "SECTION 48. Amendment to the by-laws . ... The amended or new by-laws shall only be effective upon the issuance of the Securities and Exchange Commission of a certification that the same are not inconsistent with this Code .(Emphasis supplied) Thus, unless and until the amendments to the by-laws are approved by the Commission pursuant to the above provision, they cannot be legally implemented by the Association. Consequently, the latest By-laws of the corporation duly approved by this Office, not the pending one, shall apply in determining the election date and term of office of the Board of Directors and/or officers. cdll Please be advised accordingly. (SGD.) FE ELOISA C. GLORIA Associate Commissioner
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