The Philippine Dental Association

April 14, 1980 The Philippine Dental Association Rm. 202, Amparo Bldg., United Nations Ave. Metro Manila Attention : Jesus Q . Esquela, DMD, FDCOS Chairman, PDA Committee on Constitution and By-Laws Gentlemen: This will answer your letter-query dated May 10, 1979, in the order the questions posed therein where presented. a. The Philippine Dental Association was registered as a non-profit corporation with this Commission on January 10, 1947 for a period of fifty (50) years. b. If by "trust fund" you refer to the funds of your association held in trust by a trustee bank/institution, the propriety of its investment in the money market is determined by the trust agreement you entered into with the said trustee which agreement is presumably perused by the Office of the Insurance Commission prior to implementation. However, if by trust fund, you mean the contribution of the members held in trust by one corporation, a non-profit corporation may not invest its "trust fund" in the money market, unless authorized under its purpose clause. In the case of PDA, a perusal of its Articles of Incorporation does not show that the corporation may make such investment. Should it desire to do so, the Articles of Incorporation must be amended to include this purpose. cdtech c. A non-profit corporation may not have more than fifteen (15) members in its Board of Directors. The law limits to only fifteen (15) the maximum number of directors that a non-stock corporation should have. d. Amendment to the By-Laws of a corporation, being rules of action adopted by a corporation for its internal government, would not require prior filing with this Commission to be effective provided they are reasonable and consistent with existing laws, public policy and morals, however, it is always advisable to comply first with the requirements of law (submission for approval) before carrying out an amendment to the by-laws, for the reason that the same may be disapproved for being unreasonable or inconsistent with existing laws or public policy. e. There is no definite date or time within which amendments to the By-Laws of a corporation should be filed with this Commission for approval. The better practice, however, is to submit it for approval within the earliest possible time. f. At present, there is no law which authorizes this Commission to penalize failure to submit for approval, amendments to By-Laws of a corporation. Trusting you will find the foregoing answer to your satisfaction. Very truly yours, (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department