Perla B. Sanchez, PH.D.

September 20, 1984 Perla B. Sanchez, PH.D. President, Philippine Nurses Association 1663 F. T. Benitez St. Malate, Manila Madam: This relates to your letter dated August 14, 1984 requesting the opinion of this Commission on the query posed therein. You allege in your letter that in October, 1983, the PNA House of Delegates passed a resolution prohibiting any official of the Professional Regulation Commission from becoming a member of its Board of Governors. It appears that the Board of Nursing, thru Commissioner Eric C. Nubla, has signified its objection to the implementation of the above resolution on the grounds that the same is discriminatory and a class legislation violative of the equal protection clause of the law. Moreover, it is argued that the resolution has no binding effect as the same was not voted upon and approved by the majority of the members of the PNA as prescribed by Section 60, Article XII of its by-laws. Hence, your query is: whether said resolution is enforceable. Generally speaking, by-laws and resolutions are recognized and treated by the courts as distinct and different, not merely in name, but with regard to their respective offices, function and operations. "A resolution is merely declaration of will of the corporation in a given matter and in the nature of a ministerial act".(Lvans cv. City of Jackson, 30 SO 2d, 315, 317, 202 Miss. 9 Vol. 37 Words and Phrases, p. 3) "A By-laws is a permanent rules of action of the conduct of corporate affairs and a "resolution" ordinarily applied only to a single act of the corporation" (Bram. v. National Loan and Investment Co.,Tex Ci. Appr. 139 S.W. 2d, 364, 369, Vol. 37-A Words & Phrases p. 4) ( SEC Letter to Mr. Petronilo G. Guevara, dated Nov. 2, 1976 ). In this connection, Section 47 of the Corporation Code of the Philippines, provides, in part, as follows: "SECTION 47. Contents of by-laws . Subject to the provisions of the constitution, this Code, other special laws and the articles of incorporation, a private corporation may provide in its by-laws for: xxx xxx xxx 5. The qualifications ,duties and compensation of directors or trustees, officers and employees" (emphasis supplied) xxx xxx xxx A perusal of your amended by-laws does not show that the above prohibition is embodied in the same. By-Laws constitute the private laws of the corporation to regulate, govern and control its actions, affairs and concerns. Hence, said restriction must be provided for in the by-laws, otherwise, the same cannot be enforced. The answer to your query is, therefore in the negative. Please be guided accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner