Mr. Emmanuel A. Bamba

October 10, 1989 Mr. Emmanuel A. Bamba Philippine Jaycees Bldg. 14 Don A. Roces Avenue 1103 Quezon City Sir : This refers to your letter dated August 25, 1989, requesting an explanation on the deletion of the second sentence of Article II Section 9 of the new By-laws of Philippine Jaycees, Inc. (JCP) which reads: "...Waiver of any provision of this By-laws shall be valid only upon a unanimous vote of the General Assembly in National Convention assembled, provided that two-thirds (2/3) of the total voting strength of the General Assembly registered at the National Convention participated in the vote." To allow the waiver of any provision in the by-laws would be tantamount to an indirect amendment of the by-laws. In this connection, the rule is when the charter or statute provides the manner in which the by-laws may be amended, an attempt to amend them in a different manner will fail. (8 Fletcher, Sec. 4179). Under the Corporation Code of the Philippines, the proper procedure to be followed in order to legally effect any amendment in the by-laws is found in Section 48 of the Corporation Code. The law provides, thus: "SECTION 48. Amendments 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 stocks, 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. Whenever any amendment or new by-laws are adopted, such amendment or new by-laws shall be attached to the original by-laws in the office of the corporation, and a copy thereof, duly certified under oath by the corporate secretary and a majority of the directors or trustees, shall be filed with the Securities and Exchange Commission, the same to be attached to the original articles of incorporation and original by-laws. The amended or new by-laws shall only be effective upon the issuance by the Securities and Exchange Commission of a certification that the same are not inconsistent with this Code". (emphasis supplied). Therefore, unless the by-laws are amended in accordance with the aforecited provision of the Corporation Code, the provisions thereof remain in force. It is well-settled that by-laws are the private laws of the corporation. They are in effect written into the charter and in this sense, they become part of the fundamental law of the corporation, and the corporation, its directors, officers and members are bound by and must comply with the same . (SEC Opinion dated April 20, 1987, citing 8 Fletcher Cyc. 750-751). In view thereof, the aforestated provision of the by-laws in question was deleted by the representative of the corporation upon advice by the processing lawyer. Very truly yours, (SGD.) RODOLFO L. SAMARISTA Associate Commissioner