Grand Family Association of the Philippines, Inc.

November 22, 1988 Grand Family Association of the Philippines, Inc. Room 414, Liberty Hall 820 Benavides St., Manila Attention : Atty . Romulo L . Chua Sir : This refers to your letter, dated November 21, 1988, requesting the opinion of this Commission on the queries posed therein. It appears that the present members of board of directors of Philippine-Chinese Charitable Association, Inc. were elected on the basis of the provision of its original by-laws which fixed the term of office of directors to a period of one (1) year. Subsequently, at a meeting held on January 15, 1988, the by-laws of subject Association was amended, and for which a certificate of amended by-laws was issued by the Commission on July 21, 1988. The relevant provisions of the amended by-laws read as follows: "ARTICLE IV. The Board of Directors . 1. Number and Tenure The affairs and properties of the Association shall be managed, conducted and controlled by a Board of fifteen (15) directors, who shall be elected at a meeting of all the members of the Association called for the purposes. At the organizational meeting of the members of the Association, the fifteen (15) members receiving the highest number of votes shall compose the Board of Directors, who shall serve for a term of two (2) years and until their successors shall have been duly elected and qualified." "ARTICLE VII. Meetings . 2. Date and Time. The regular annual meeting of the members of the Association shall be held during the first week of December of every other year on such date as the Board of Directors may determine. . . ." In this connection, your queries are: whether the incumbent directors/officers elected last January 15, 1988 under the by-laws enforced prior to the approved amendment could extend their term of office for another year or make the amendment effective retroactively. whether the general membership must meet annually despite the said amendment of two-year term for directors/officers. The Commission in several opinions has ruled that "By-laws should be made to apply prospectively and not retroactively and should become operative from the time of their adoption provided they are not contrary to law, morals, and public policy. "(Letters to Mr. Orlando C. Paray, dated July 28, 1987 ; Atty. Mel Oxciano, November 2, 1987; Concio Neri, Sanchez & Associates, March 25, 1983). An annual meeting, required and stated for each year, cannot be dispensed with by the Corporate Officer, and the directors cannot, by a by-laws or otherwise, so change the time of the annual election, so as to continue themselves in office for more than a year . . .." (Letters to Commercial Credit Corporation, dated November 4, 1982 , Board of Directors Philippine Government Retired Employees Association Inc., dated January 5, 1981 ). In the light of the foregoing, it is opined that the two-year term of office of the directors/officers of the Philippine-Chinese Charitable Association, Inc. cannot apply retroactively to the incumbent directors/officers thereof. Consequently, a regular meeting of the members thereof must be called and held on the first week of December of 1988 for the election of directors who shall serve for a period of two years, Your first query is, therefore, answered in the negative. LexLib In relation to your second query, please be advised that after the annual meeting of the members on December, 1988, subsequent regular meetings of members for the election of directors shall be called and held every two (2) years, thereafter. Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman