Mr. Benjamin V. Abela

February 9, 1994 Mr. Benjamin V. Abela A. Soriano Corporation 7th Flr.,Pacific Star Bldg., Gil J. Puyat Ave. cor. Makati Ave., Makati S i r : This refers to your letter of February 2, 1994 seeking reconsideration of the refusal of the Corporate and Legal Department to approve the amendments to the By-laws of A. Soriano Corporation which was approved by the Board of Directors in its meeting of October 11, 1993. As stated, the above-mentioned amendments to the by-laws of subject corporation were approved by the Board of Directors pursuant to a delegated power granted to it by the stockholders of the corporation way back in 1930. Notwithstanding the fact that the amendments were approved by the Board pursuant to such delegated authority, the Corporate and Legal Department refused to approve the same and instead, required, as a condition precedent, the ratification of the amendments by the stockholders. It is your contention that the concurrence by the stockholders is not required in this case since the power of the Board to amend the by-laws was previously delegated to it by the stockholders representing 2/3 of the outstanding capital stock of the corporation way back on February 5, 1930. Hence, you filed the request for reconsideration. The pertinent provision of the Corporation Code provides: "SECTION 48. Amendments to the by-laws . The board of directors or trustees, by a majority vote thereof , and the owners of at least a majority of the outstanding capital stock ,or at least a majority of the members of a non-stock corporation, at a regular or special meeting duly called for the purpose, may amend or repeal any by-laws or adopt new by-laws. The owners of two-thirds (2/3) of the outstanding capital stock or two-thirds (2/3) of the members in a non-stock corporation may delegate to the board of directors or trustees the power to amend or repeal any by-laws or adopt new by-laws: Provided: That any power delegated to the board of directors or adopt new by-laws shall be considered as revoked whether stockholders owning or representing a majority of the outstanding capital stock or majority of the members in non-stock corporations, shall so vote at a regular or special meeting. ...(Emphasis supplied) It is clear from the above-provision that any amendment to the by-laws requires the approval by the stockholders representing at least majority of the outstanding capital stock, unless the power to amend the by-laws is duly delegated to the Board of Directors in accordance with the above provision. While the power to amend the by-laws may be delegated to the Board of Directors, such delegated power is temporary in nature and may be revoked at anytime by the vote of a majority of the outstanding capital stock. Hence, it cannot be permanently embodied in the By-laws but merely in a Stockholders' Resolution. In the present case, there is no certainty that the alleged delegated power of the Board still remains effective taking into consideration the length of time since it was granted to it by the stockholders way back in 1930. The corporate records on file with this Office show that the latest approved amendments to the By-laws of the corporation were approved not only by the Board but also by the stockholders. The presumption, therefore, is that said delegated power of the Board to amend the by-laws had already been revoked. In view thereof, the Certificate of Amendments to the By-laws of subject Corporation which was filed with this Commission on November 25, 1993 for approval should be accompanied by a new Stockholders' Resolution delegating to the Board the authority to amend the By-laws. If there is no such authority, the amendments should be duly approved by the stockholders in accordance with the above cited provision of the Corporation Code which is a mandatory provision. Pending compliance therewith, action on the above-mentioned Certificate of Amendments to the By-laws will be held in abeyance. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman