Sol. Gen. Estelito Mendoza

April 12, 1982 Sol. Gen. Estelito Mendoza President, UP Alumni Association Alumni Center, Diliman Quezon City 3004 Dear Sir: This is with reference to your letter-request dated March 17, 1982 addressed to Chairman Manuel G. Abello relative to the Articles of Incorporation of the UP Alumni Association, Inc. which was submitted with the Securities and Exchange Commission on February 25, 1982. LibLex It appears from your letter that paragraph 6 of said Articles provided for 21 members of the Board of Directors, indicating also the names of said incorporating directors; that Sol. Kilayco followed-up the processing of said Articles with SEC; that he was informed in the Corporate and Legal department that it is the policy of the SEC to fix at 15 the maximum number of incorporating directors of a corporation, whether stock or non-stock, for which reason it was suggested that the number be reduced to 15 and the names of 6 incorporating directors be deleted from paragraph 6; that Sol. Kilayco acceded to the suggestion and crossed out the names of the last 6 incorporating directors; that this was done without informing you or requesting authority from you as President of said association and/or those persons whose names were deleted in paragraph 6; that these changes are unauthorized; that you therefore request that the 21 be reinstated together with the names of the last 6 incorporating directors which were deleted from the Articles as originally presented; and that this request is in accordance with Section 92 of the Corporation Code of the Philippines which expressly provides that the number of directors may be more than 15 as may be fixed in the Articles of Incorporation or By-Laws of non-stock corporations. Please be informed that a policy relative to Section 92 of the Corporation Code of the Philippines was formulated during the time of Chairman Angel Limjoco, Jr. to the effect that only 15 incorporating directors should be provided for in the articles of incorporation of non-stock corporations considering that any number above the same would produce a very unwieldy board of directors and which may not be necessary at the outset, although it may be increased to more than 15 after incorporation and formal organization of the corporation. Nevertheless, because of your letter-request, Chairman Abello has already ordered a re-study of the aforesaid policy and the Commission may promulgate rules and regulations or guidelines to effectively and rationally implement Section 92 of the Code. In the meantime, however, we are inclined to grant your request not only to restore the Articles to its original status, but we will also allow you to replace the pages where the deletions were made so that the erasures will no longer appear on the records and this problem will be settled once and for all. We hope that this will satisfy the UP Alumni Association, Inc. cdlex Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner