Atty. Theuntheth S. Javier

August 5, 1991 Atty. Theuntheth S. Javier First Asia Realty Development Corporation Rm. 326, Makati Stock Exchange Building Ayala Avenue, Makati, Metro Manila S i r : This refers to your letter of August 2, 1991 requesting confirmation of your view that a special provision in the by-laws prevails over a general provision. LexLib As stated, Articles III, Section 2 and Articles IX, Section 3 of the By-Laws of one of your companies, the FARDC (First Asia Realty Development Corp.) provide as follows: "ARTICLE III 2. Quorum That the required number of Directors to constitute a quorum as well as to carry a vote or approve any resolution of the Board in all its meetings shall be at least three-fourths (3/4) of all the Directors. "ARTICLE IX 3. Amendments The stockholders by the affirmative vote of the majority of the subscribed outstanding capital stock and majority of the board of directors may at any regular or upon notice at any special meeting alter or amend these by-laws. ..." It is your contention that since Article IX 3 is a special provision, it should prevail over Article III 2, and therefore, only the required vote of majority of the directors is necessary to change or alter the Corporation's by-laws. It is well-settled that "where there is in the same statute a particular or special provision, and also a general one which in its most comprehensive sense would include what is embraced in the special or particular provision, the latter must be operative, and the general provision can only affect such cases as not within the particular provision. Generalia specialibus non derogant ;general words do not derogate from special. This rule, which is designed to give effect to each and every part of the statute and not to render any part useless or meaningless, applies regardless of the position occupied by the special provision in the statute; it may come earlier or later than the general one; for the former is deemed to be an exception to the latter. ...(Statute Alcantara, 1979 Revised Edition p. 85, 86) Likewise, it has to be emphasized that Article III-2 of the by-laws is inapplicable in case of amendments of corporate by-laws considering that Art. IX-3 thereof merely requires a majority of the board of directors. The voting requirement set forth therein is in accordance with the mandate of Sec. 48 of the Corporation Code which reads: "SECTION 48. Amendments to by-laws . The board of directors or trustee, by a majority vote thereof and the owners of at least a majority of the outstanding capital stock, or 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. ..." (Emphasis supplied) In the light of the foregoing, we hereby confirm your view on the matter. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman