Philippine Institute of Civil Engineers, Inc.

October 23, 1995 Philippine Institute of Civil Engineers, Inc. Cityland 10, Tower II, Rm 204 6817 De La Costa St.,cor. Ayala Ave., Makati City Attention : Engr . Doroteo M . Salazar PICE, 1st . Vice-President S i r : This refers to your letter dated October 20, 1995, requesting opinion on the effectivity of the latest approved Amended By-laws of the Philippine Institute of Civil Engineers, Inc. As stated, the above Amended By-Laws was filed with the SEC on May 15, 1992, but was approved by the Commission only on December 22, 1994 .One of the amendments to the By-laws provides: "....No candidate shall be nominated for more than one category. NOR SHALL A CANDIDATE BE NOMINATED FOR THE BOARD IF HE HAS SERVED FOR THREE (3) CONSECUTIVE YEARS IMMEDIATELY PRECEDING THE ELECTION ." (Article V, Sec. 3, par. 3). In the original By-Laws there is no limit for a member of the Board of Directors to run for the same office. Your query is: Under the aforecited amendment, is a member of the present Board of Directors, who has been elected for more than three (3) consecutive terms preceding this year's election, be disqualified to be nominated and voted in this year's election, taking into consideration that under Article XII, Section 3 of the Amended By-Laws it is provided that "Amendments so adopted shall take effect immediately upon approval of the Securities and Exchange Commission."? The pertinent provision of the Corporation Code provides: "SECTION 48. Amendments to by-laws . ... 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 amended by-laws shall be effective and enforceable only upon approval by the Commission .Thus, the Commission, on several occasions, has opined that by-laws should be made to apply prospectively and not retroactively. ( Letter to Mr. Rodrigo A. Alim dated Dec. 6, 1991 ,citing previous opinions) Accordingly, since the above-cited amendment to the by laws was approved by the SEC only on December 22, 1994, nobody is disqualified to be nominated in the coming election of the corporation as there has been no director yet elected for 3 consecutive terms. cdll Please be advised accordingly. (SGD.) FE ELOISA C. GLORIA Associate Commissioner