Philippine Obstetrical and Gynecological Society, Inc.

January 18, 1985 Philippine Obstetrical and Gynecological Society, Inc. PMA House, North Avenue Quezon City Gentlemen: This refers to your letter dated January 17, 1985, submitting to us for comment your two (2) proposals to make the membership of the Board of Directors/Trustees of Philippine Obstetrical and Gynecological Society, Inc. (POGS) and Obstetrical and Gynecological Foundation of the Philippines, Inc. (OGFP) identical. Anent thereto, we suggest that you adopt a simpler procedure, that is, amend OGFP's articles of incorporation and by-laws reducing the number of directors from 15 to 11 members all of whom should have a term of one year to commence on January 30, 1985, and not on a staggered basis as indicated in Section 1, Article II of your approved by-laws. Regarding the amendment of OGFP's articles of incorporation, the provision of Section 16 of the Corporation Code of the Philippines must be complied with, which provides in part, as follows: " Amendment of Articles of Incorporation . ...any provision or matter stated in the articles of incorporation may be amended by a majority vote of the board of directors or trustees and the vote or written assent of ...two-thirds (2/3) of the members if it be a non-stock corporation. The original and amended articles together shall contain all provisions required by law to be set out in the articles of incorporation. Such articles, as amended, shall be indicated by underscoring the change or changes made, and a copy thereof duly certified under oath, by the corporate secretary and a majority of the directors or trustees, stating the fact that said amendment or amendments have been duly approved by the required vote of the ...members shall be submitted to the Securities and Exchange Commission. The amendment shall take effect upon its approval by the Securities and Exchange Commission or from the date of filing with said Commission if not acted upon within six (6) months from the date of filing for a cause not attributable to the corporation." Anent the amendment to OGFP's by-laws, Section 48 of the Corporation Code, which provides, in part, as follows: "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 or adopt new by-laws ...". You then submit said amendments to this Commission for approval. Then call a recess of OGFP's membership meeting to wait for the approval of said amendments by this Commission. Upon approval of said amendments, you may then hold the election of OGFP's Board of Trustees. Finally, the Commission is willing to send its representatives to the annual meeting of the Foundation to act as observers thereat. However, it is requested that you furnish us further details on said annual meeting such as the specific date, time and place for the holding thereof. prcd Very truly yours, (SGD.) MANUEL G. ABELLO Chairman