Mr. Abraham F. Briones

July 22, 1992 Mr. Abraham F. Briones Private Development Corporation of the Philippines Bankers' Center, 6764 Ayala Avenue, Makati, 1200 Metro Manila S i r : This refers to your letter of July 15, 1992 requesting opinion whether under Section 48 of the Corporation Code, the owners of at least two-thirds of the outstanding capital stock may delegate to the Board of Directors the power to amend the by-laws by means of a private instrument similar to a proxy, instead of voting at a stockholders meeting taking into consideration that the second sentence thereof is silent on the need of stockholders meeting to vote on the matter of "delegation" while in the "revocation" there is such a requirement. prcd The Corporation Code provides: "SECTION 48. Amendment to by-laws . The board of directors or trustees, 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. The owners of two-thirds (2/3) of the outstanding capital stock or two-thirds (2/3) of the members in a non-stock corporation may delegate to the board of directors or trustees the power to amend or repeal any by-laws or adopt new by-laws: Provided, That any power delegated to the board of directors or trustees to amend or repeal any by-laws or adopt new by-laws shall be considered as revoked whenever stockholders owning or representing a majority of the outstanding capital stock or a majority of the members in non-stock corporations, shall so vote at a regular or special meeting ....(Emphasis supplied) From the above provision, it seems that there is no requirement of stockholders meeting for the "delegation" of the power to amend the by-laws and a meeting is required only in the "revocation" of such delegated power. However, it must be borne in mind that under the principle of statutory construction, the meaning of the law is not only to be extracted from any single part or portion or from isolated words and phrases, clauses or sentences, but from a general consideration or view of the provision as a whole. Every part thereof must be interpreted with reference to the context. This means that every part of the provision must be considered together and kept subservient to the general intent of the whole provision, not separately and independently. The "doctrine of last antecedent" will not be adhered to where extension to a more remote antecedent is clearly required by a consideration of the entire provision. Thus, where a particular word or phrase in a statute is ambiguous in itself or is equally susceptible of various meanings, its true meaning may be made clear and specific by considering the company in which it is found or with which it is associated. Take note that under the aforecited provision the vote required for the delegation is two-thirds which is greater than the vote required for the amendment or repeal of the by-laws by the stockholders themselves which is only majority. The legislative intent appears to be that as the delegation of the power is an unusual act ,the law has properly made it difficult to do so. It is noted further that the law makes it more difficult for the stockholders to delegate their power to amend or repeal by-laws than to revoke such a delegation which requires only a majority. The above provisions, therefore, should be construed strictly against delegation. Thus, if the revocation of the delegated power requires a stockholders meeting, we find no reason why a meeting is not also required in the delegation of such power. If we rule it otherwise, we would be making the delegation much easier than its revocation, which is inconsistent with the intent of the provision to make the delegation more difficult to obtain. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman