Veterans Lump Sum Retirees

August 28, 1984 Veterans Lump Sum Retirees Association of the Phil.,Inc. Suite 602, 6th Flr.,V.V. Soliven Towers EDSA, Greenhills, San Juan, MM Attention : Col . Benjamin R . Bacosa (Ret.) Gentlemen: This refers to your letter dated July 23, 1984 requesting for an opinion on whether or not the Board resolution increasing its members from 9 to 15 is in violation of the by-laws of the above-named corporation. In connection therewith, please be informed that the number of directors of the corporation is required to be reflected in the articles of incorporation of the corporation (Section 15, Corporation Code). To legally effect any change in the provisions of the articles of incorporation, the same must be amended in accordance with Section 16 of the Corporation Code. The law provides, thus: "SECTION 16. Amendment of articles of incorporation . Unless otherwise prescribed by this Code or by special law, and for legitimate purposes, any provision or matter stated in the articles of incorporation may be amended by a majority of the board of directors or trustees and the vote or written assent of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock , without prejudice to the appraisal right of dissenting stockholders in accordance with the provisions of this Code, or the vote or written assent of two-thirds (2/3) of the members if it be a non-stock corporation." The original and amended articles shall contain all provisions required by law to be set out in the articles of incorporation. Such articles, as amended, shall be indicated by underscoring the change or changes made, and a copy thereof duly certified under oath by the corporate secretary and a majority of the directors or trustees stating the fact that said amendment or amendments have been duly approved by the required vote of the stockholders or members shall be submitted to the Securities and Exchange Commission . The amendments s hall take effect upon its approval by the Securities and Exchange Commission or from the date of filing with the said Commission if not acted upon within six (6) months from the date of filing for a cause not attributable to the corporation." (emphasis supplied) In view thereof, it is advised that to legally effect the increase in the number of your Board from 9 to 15, an amended articles of incorporation executed in accordance with the aforecited provisions must be submitted to the Office. Please be guided accordingly. Very truly yours, (SGD.) GONZALO T. SANTOS, JR. Associate Commissioner