Atty. Benjamin D. Teodoro

December 10, 1981 Atty. Benjamin D. Teodoro Iglesia Evangelica Unida de Cristo 634 Moriones, Tondo, Manila Dear Atty. Teodoro: This has reference to your letter-query dated December 8, 1981 requesting opinion of this Commission on the questions posed therein relative to the Iglesia Evangelica Unida de Cristo, a religious aggregate (church) incorporated sometime in February 1932. It appears that you are holding a special meeting on December 20, 1981 for the purpose, inter-alia, of extending the corporate life of said church, and consequently you wish to be informed if it is necessary to approve a new articles of incorporation or to just amend the existing articles of incorporation in order to extend its corporate term. In this connection, it is evident that both Section 116 of the new Corporation Code of the Philippines (Batas Pambansa Blg. 68) and Section 160 of the old Corporation Law (Act 1459, as amended) do not provide for a term of existence of religious corporations whether classified as corporation sole or corporation aggregate. As such, the law intends that religious corporations may exist perpetually .In view thereof, our answer to your first query is in the negative. Relative to your second query on the proposed amendment of your by-laws pursuant to Section 93 of the Corporation Code of the Philippines so as to provide that the members "may hold their regular or special meeting at any place even outside the place where the principal office of the corporation is located: Provided, That proper notice is sent to all members indicating the date, time and place of meeting: and Provided further That the place of meeting shall be within the Philippines," please be informed that said Section 93 is a general provision on non-stock corporations. On the other hand, a special provision on religious corporations, Section 116, also prescribes that the articles of incorporation should embody "The place where the principal office of the corporation is to be established and located, which place must be within the Philippines." However, because Section 109 of the same law provides that "religious corporations shall be governed by this Chapter and by the general provisions on non-stock corporations," we believe that the provisions above-mentioned are complementary to each other and no conflict will arise from their application. Consequently, your corporation may legally amend your By-laws to provide that the meeting of the members may be held at any place even outside the principal office, provided that the conditions prescribed in Section 93 of the Corporation Code are duly complied with. Anent your third query, we believe that you may not legally amend your articles of incorporation for the purpose of increasing the number of trustees to more than fifteen (15). Although Section 92 of the Corporation Code (general provision) allows more than fifteen (15) trustees/directors for non-stock corporations, nevertheless, paragraph 6 of Section 116 of same law (special provision for religious corporations) prescribes a maximum limit to fifteen (15) only. It is a settled rule in statutory construction that the special provision should prevail over the general provision, to wit: "Where there is in the same statute a specific provision and also a general one which in its most comprehensive sense would include matters embraced in the former, the particular provision must control .The general provision must be taken to affect only such cases within its general language as are not within the provisions of the particular provision." Please be guided accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner