Mr. Emerito Sembtano

June 16, 1992 Mr. Emerito Sembtano Bato, Leyte S i r : This refers to your letter of May 17, 1992 relative to your request for opinion on the matter of rights of members of the Bato Irrigators' Service Association, Inc. who failed to pay their membership fees and annual dues as required in the by-laws of the Association, and which by-laws provide for the termination or suspension of erring members and prohibition of terminated or suspended members to intervene in any manner the operational activities of the Association. By-laws have been defined as the rules of action adopted by the corporation for its own government and for the government of its members and those having the direction, management and control of its affairs. The corporation is governed by its by-laws which are its private laws, and such self-imposed private laws, when valid, have substantially the same force and effect as the laws of the corporation as have the provisions of its charter insofar as the corporation and the persons within it are concerned. They are in effect written into the charter and in this sense, they become part of the fundamental law of the corporation, and the corporation, its board of directors, officers, and stockholders or members are bound by and must comply with them. (SEC Opinion dated December 26, 1991 addressed to Mr. Magdaleno B. Palacol, Jr., citing 8 Fletcher Cyc. Corps. sec. 4197) Accordingly, for members to enjoy their rights as members of the Association, they should first comply with the present provisions of the by-laws relative to membership qualifications, and any disqualification in the manner and for causes provided for in the articles of incorporation or by-laws should be imposed to erring members in accordance with the provisions thereof. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman