Mr. Rodrigo A. Alim

December 6, 1991 Mr. Rodrigo A. Alim Frances Memorial Parent's Foundation, Inc. Sacred Heart Village, Zone 8 Carmen, Cagayan de Oro City S i r : This refers to your letter of November 21, 1991 requesting opinion on the query posed therein. As stated, in the last assembly of the members of Frances Memorial Parents' Foundation, Inc. the membership qualification under Article III of the by-laws of the Foundation, quoted hereunder, requiring the members to donate P300.00 as qualification for membership, was questioned. "A. Qualification of members Any person who may desire to be a member of the Corporation must have the following qualification: (1) He must donate to the corporation an amount not less than P300.00 pesos in cash to help in the administrative expenses of the foundation." Your query is, whether the above provision applies to the old members of the Association or only to new or prospective members. Records of this Commission show that the above questioned By-law provision is an amendment to the original by-laws of the Association. Said amendment was approved by the Commission on March 22, 1991. In this connection, the pertinent provision of the Corporation Code provides: "SECTION 48. Amendment to by-laws : xxx xxx xxx The amended or new by-laws shall only be effective upon the issuance by the Securities and Exchange Commission of a certification that the same are not inconsistent with this Code". (Emphasis supplied) It is clear from the aforecited provision that amendments to the By-laws shall be effective and enforceable only upon approval by the Commission .Likewise, the Commission, in several occasions has opined that By-laws should be made to apply prospectively and not retroactively. ( Letter dated November 2, 1977 addressed to Atty. Mel G. Oxciano , Letter dated July 28, 1987 addressed to Mr. Orlando C. Paray ) Accordingly, the above-questioned membership qualification requirement should be imposed only to those who apply for membership on March 22, 1991, the date of approval of the amendment by the Commission, or thereafter, and not to those who became members of the Association before such date. Please be advised accordingly. llcd Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman