Mr. Placido G. Lazaro

June 17, 1982 Mr. Placido G. Lazaro Philippine Social Science Council House No. 7, Purok General Aguinaldo U.P. Diliman, Quezon City Sir : This has reference to your letter dated June 1, 1982, seeking opinion of this Commission on the queries posed therein. It appears from the facts on records that one of your Executive Board members assigned therefrom. Article V Sec. 5 of your amended By-Laws provided as follows: "If any vacancy shall occur in the Executive Board as a result of absence, inability, death, resignation, or removal for cause by the Council, such vacancy for the unexpired term shall be filled by a majority vote of the quorum present in a meeting of the Council." Your council meets regularly once within the first two (2) weeks of December of each year and by Special Meeting either called by the Executive Board or at the request of at least one third of the authorized representatives of regular member-association to the council in good standing. Your first question is whether or not to follow the above-quoted provision of the By-Laws. However, considering that enforcement of said By-Laws would prove costly, your Board of Director proposes an alternative in filling said vacancy by requesting the Association concerned whose representative to the Board resigned to recommend or nominate replacement. The nominee would then be submitted by referendum to the Council members for approval. Your second question is whether the abovequoted alternative procedure is substantial compliance with the aforequoted By-Laws provision. As regards your first query, please be informed that considering that the By-Laws prescribe the mode of filling existing vacancies in the Executive Board and in your case, such a provision is embodied in Article V, Section 5 page 8 you have no alternative but to follow said provision otherwise, you would be acting contrary to the internal rules of the corporation. In reply to your second query, the said above quoted alternative procedure proposed by your Board of Directors may be considered substantial compliance only after your by-laws shall have been amended accordingly in accordance with the Corporation Code. Please be guided accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner