Quezon City Capitol Jaycees, Inc.

July 25, 1985 Quezon City Capitol Jaycees, Inc. Capitol Jaycees Youth Center Jaycee-Lions' Way, Bernardo Park Quezon City Attention : Mr . Guiller E . Tumangan Gentlemen: This refers to your letter dated June 13, 1985 requesting our opinion on the queries posed therein. cdll It appears that Section 1, Article XIX of your present by-laws provides, on amendments, among other things, that: "Manner and Procedures. ....The affirmative vote of a majority of all the active members in good standing present and voting at such meeting shall be required for the adoption of any amendment. ....." (emphasis supplied) You now request this Commission to render an opinion on the proper interpretation of who can vote in the proposal to amend the by-laws of the organization and the requisite vote therefor by presenting the following queries: 1. Would the above-mentioned provision be interpreted to mean that the members should be personally present in the meeting to cast their votes or shall a vote by proxy be allowed also? 2. Is the approval of the Board necessary before the proposed amendment to the by-laws is to be presented to the members? If so, what is the vote required in the Board action? 3. Can the proposed amendment of the by-laws be approved by the written assent of the majority of the members without the necessity of a meeting, wherein the proposed amendments will be passed around to the members for their approval? 4. Once the membership have approved amendments, can the same be implemented immediately or do we still have to wait for the certificate of approval from SEC before implementation? Relative thereto, Section 89 of the New Corporation Code partly provides: "SECTION 89. Right to Vote . The right of the members of any class or classes to vote may be limited, broadened or denied to the extent specified in the articles of incorporation or the by-laws. ... Unless otherwise provided by the articles of incorporation or the by-laws, a member may vote by proxy in accordance with the provisions of this Code. . . . prcd From the above-quoted provision, it is clear that the articles of incorporation or by-laws of a non-stock corporation may limit, broaden, or deny a member's right to vote which in your case involves the limitation on the right to vote for the amendment of your by-laws as expressly provided for in Sec. 1, Article XIX thereof. Said by-law provision requires the "affirmative vote of a majority of all the active members in good standing, present and voting at such meeting ..." to adopt any amendment. This simply means that the approval of any amendment to be valid, requires the actual presence of the members, casting their votes personally at a meeting called for the purpose. As to your second query, prior approval by the Board is not a condition precedent before any amendment to by-laws may be presented to the members for approval. However, your attention is invited to Sec. 48 of the New Corporation Code which partly provides thus: "SECTION 48. Amendments to by-laws . the board of directors or trustees, by a majority vote thereof, and ...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 and adopt new by-laws, ...." (Emphasis supplied) Accordingly, approval of the board of directors/trustees to the amendment to by-laws may come either before or after the meeting of the members. As cited above, the requisite vote of the Board of Directors/Trustees for such corporate act is the majority thereof. Your third query is answered in the negative in view of the above underscored provision of Sec. 48 of the Corporation Code. Finally, your fourth query, is directly answered by the last paragraph of Sec. 48 of the Code which provides in part thus: "xxx xxx xxx 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." Please be advised accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman