Mr. Pablo Francisco

June 14, 2000 Mr. Pablo Francisco Antel Sea View Towers Condominium Association, Inc. Antel Seaview Towers, 2626 Roxas Blvd. Pasay City S i r : This refers to your letter dated June 6, 2000 inquiring whether or not the board of directors, even in the absence of a quorum ,can fill up a vacancy in the board caused by resignation, when the corporate by-laws require a quorum . It is well-settled that the by-laws of the corporation are the private laws of the corporation and such self-imposed private laws, when valid, have substantially the same force and effect as laws of the corporation as have the provisions of its charter in so far as the corporation and the persons within it are concerned. Therefore, the corporation, and its directors and officers are bound by and must comply with them. Accordingly, your query is answered in the negative. A by-law provision imposing a requirement that the Board can fill up vacancy only if it still constitutes a quorum, is consistent with the following provision of the Corporation Code. "SECTION 29. Vacancies in the office of director or trustee . Any vacancy occurring in the board of directors or trustees other than by removal by the stockholders or members or by expiration of term may be filled by the vote of at least a majority of the remaining directors or trustees if still constituting a quorum ;otherwise, said vacancies must be filled by the stockholders in a regular or special meeting called for the purpose. A director or trustee so elected to fill a vacancy shall be elected only for the unexpired term of his predecessor in office. ..." (Emphasis supplied) Very truly yours, (SGD.) SONIA M. BALLO Director Corporate and Legal Department