Hon. Leonor Ines Luciano

April 28, 1997 Hon. Leonor Ines Luciano House of Representatives Quezon City, Metro Manila M a d a m : This refers to your letter dated April 24, 1997 requesting opinion on whether or not the term of office of the current Directors/officers of the National Council of Women of the Philippines as fixed in the By-laws can legally be extended by means of a " referendum by mail ." The Corporate By-laws signify the rules and regulations or private laws enacted by the corporation to regulate, govern and control its own actions, affairs and concerns, and its stockholders/members, directors and officers in relation thereto and among themselves in their relation to it. They are in effect written into the charter and in this sense, they become part of the fundamental of the corporation, and the corporation, its directors, officers and members are bound by and must comply with them. (8 Fletcher, Sec. 4166, 4197) Therefore, the date fixed in the By-laws for the election of the directors/officers must be observed. Consequently, the regular election of directors/officers as stated in the By-laws cannot be dispensed with by the Board or officers in order to extend their term of office as fixed in the by-laws. Accordingly, your query is answered in the negative. The transitory provision in the by-laws is of no relevance on the issue raised as said provision refers only as to how the term of office of the Board of Directors elected in 1990 is to be staggered. Being merely transitory, the same is no longer effective. LibLex Please be advised accordingly. Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner