Mr. Ariel G. Palacios

April 7, 1998 Mr. Ariel G. Palacios AFP Retirement and Separation Benefit System Camp General Emilio Aguinaldo, Quezon City S i r : This refers to your letter dated March 30, 1998 inquiring whether or not it is possible to waive the provision in the corporate by-laws prescribing the principal office of the corporation as the venue of a stockholders' meeting. It is well-settled that the By-laws are the private laws of the corporation. They are in effect written into its charter and in this sense, they become part of the fundamental law of the corporation, and therefore, the corporation, its directors, officers, and members are bound by and must comply with them. Thus, unless and until the corporate by-laws is changed, modified or repealed in accordance with Section 48 of the Corporation Code, the corporation is duty bound to observe and follow the same. cdll Likewise, Section 51 of the Corporation Code, quoted hereunder, is explicit that stockholders' meeting shall be held in the city or municipality where the principal office of the corporation is located. "SECTION 51. Place and time of meetings of stockholders or members . Stockholders' or members' meetings, whether regular or special, shall be held in the city or municipality where the principal office of the corporation is located, and if practicable in the principal office of the corporation :Provided, that Metro Manila shall, for the purposes of this section, be considered a city or municipality. Notice of meeting shall be in writing, and time and place thereof stated therein. All proceedings had and any business transacted at any meeting of the stockholders or members, if within the powers or authority of the corporation, shall be valid even if the meeting be improperly held or called, provided all the stockholders or members of the corporation are present or duly represented at the meeting ." (Emphasis supplied) Therefore, your query is answered in the negative, unless it would fall under the exception allowed in the provision. Failure to comply with the mandatory requirement will not render the meeting illegal, if all the stockholders are present or duly represented at the meeting . Please be advised accordingly. LexLib Very truly yours, (SGD.) SONIA M. BALLO Director Corporate and Legal Department