The Board of Directors

January 5, 1981 The Board of Directors Philippine Government Retired Employees Association, Inc. (PGREA) 43 Mahusay St., Diliman Quezon City Sir/Madam: This is to acknowledge receipt of your Resolution dated 27 December 1980 requesting for the postponement of the annual election of the Board of Directors of the Philippine Government Retired Employees Association, Incorporated (PGREA) from March 25, 1981 to March 25, 1982 due to the delayed assumption of office by the present board only on August 16, 1980 caused by the recent demise of Mr. Juan P. Dacasin, the association's president, and to give the acting president Dr. Rosario M. Atienza ample time to follow up the program of Mr. Dacasin. cdll Relative thereto, please be informed that the Board of Directors cannot change the date of the annual meeting prescribed in the by-laws of the corporation so as to lengthen their term of office, unless the reason is justifiable and proper notice of the postponement is given to the members. "An annual meeting, required and stated for each year, cannot be dispensed with by the corporate officers, and the directors cannot, by a by-law or otherwise, so change the time of the annual election, so as to continue themselves in office more than a year . . ." (5 Fletcher, Cyc. Corp. Sec. 200 a, p. 22). Taking into consideration the aforementioned grounds for the postponement of the annual meeting, the Commission believes that the same appear to be justifiable. However, it cannot sanction the same, since the postponement (from March 25, 1981 to March 25, 1982) is an unreasonable length of time. It is advised that the annual meeting be called at the soonest possible time, which under the peculiar circumstances of your case, a period of six (6) months or up to August 25, 1981 is deemed reasonable. Please be guided accordingly. Very truly yours, For the Chairman: (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department