Mr. Ulrico A. Villanueva

October 1, 1981 Mr. Ulrico A. Villanueva San Carlos Heights Subdivision Tayuman, Binangonan, Rizal Dear Mr. Villanueva: This refers to your letter dated September 14, 1981 requesting opinion relative to the duties of the Corporate Secretary of the San Carlos Heights Homeowners Association, Inc., a non-stock, non-profit corporation registered with this Commission on July 20, 1981, specially in connection with the sending of notices of meetings. It appears that at an informal session of the Board of Directors of said association, the question as to who shall be the signatory of the notices of board meetings and otherwise, regular or special, cropped up; that it was the contention of the President and Chairman of the Board that he or the Vice-President, in the former's absence of incapacity, are the only authorized persons who can sign said notices; that the Secretary's duty is relegated to merely forwarding said notices to the addressees concerned; and that the other directors were not agreeable to such an interpretation of the true functions of a corporate secretary. You wish therefore to be clarified as to the duties and functions of the Corporate Secretary, specially regarding the signatory in the issuance of notices of meetings of the Corporation. The functions and duties of the corporate officers of a corporation, including that of a secretary, are usually spelled out in the By-Laws of the Corporation. Corollary thereto, Section 3 of Article VI of your By-Laws prescribes that the secretary "shall also send notices of all regular and special meetings of the members and of the Board of Directors". We believe therefore that the principal signatory to such notices is the Corporate Secretary. The terms "to send" may be deemed synonymous with "issuance" of the notices, in accordance with sound corporate practice and supported by jurisprudence: "The principal duty of the Secretary is to record the minutes of the meetings of stockholders and directors. He also issues the notices of these meetings, keeps the stock certificate book and the stock book, prepares stockholders lists and has custody of the corporate seal, which he uses when attesting the signatures of the officers to important documents. The secretary may perform other functions, and the office itself is similar with the treasurer." (Guthman & Dongall, Corporate Financial Policy, p. 5, emphasis sup.) Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner