Mr. Conrado F. Mendoza

May 19, 1993 Mr. Conrado F. Mendoza 413 Bancal, Guagua, Pampanga S i r : This refers to your letter of May 18, 1993 questioning the apportionment of the number of the Board of Directors of Pampanga Teachers League, Inc. llcd The distribution as provided in the by-laws of said Association states: ARTICLE VI Board of Directors SECTION 1. The functions of the League shall be managed by a Board of Directors of fifteen members. The Members shall be distributed among the following categories: Division Office 1 District Supervisor 1 Principal Elementary 2 Head Teacher 2 Public Secondary School and/or College Elementary School Teacher 7 Retired Member 1 However, you believe that taking into consideration the actual number of members in each category, the just and fair apportionment of the number of Directors should be as follows: CATEGORY NO. OF NO. OF MEMBERS DIRECTORS Division Office 67 1 School District Supervisor 21 1 Elementary School Principal 194 1 Elementary School Head Teacher 96 1 Secondary School Teacher 498 2 Elementary Grade Teacher 5010 7 Retired Teacher 896 2 Total 6776 15 You believe that it is imperative to correct the apportionment of the members of the Board in order to promote fairness in the protection and enhancement of the interest of all the members of the Association. Thus, you request the Commission to order the Association to suspend the forthcoming election of the Board of Directors until such time that the corresponding proportionate apportionment be made as pointed out by you. The general rule is that, when the by-laws provide for the time of holding an annual meeting for the election of directors, the same should be held at the regular appointed time, unless the meeting cannot be held for some valid and meritorious reasons. The above-mentioned ground would not justify a suspension or postponement of the annual meeting of your Association considering that your suggestion needs an amendment of the by-laws in accordance with Section 48 of the Corporation Code. It has to be emphasized that by-laws are the private laws of the corporation. 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 directors, officers, and members are bound by and must comply with them (8 Fletcher, Sec. 4197).Accordingly, procedures or any matter different or inconsistent from that specifically provided for in the by-laws of the corporation will run contrary to the basic tenet that by-laws of the corporation is a rule for the government of the corporation and its stockholders or members in the conduct and management of its affairs. ( SEC Letter dated April 8, 1992 addressed to Mr. Noe S. Andaya, citing previous opinions ) call Thus, unless and until the above By-law provision is changed, modified or repealed in accordance with Section 48 of the Corporation Code, the Association is duty bound to observe and follow the same. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman