Dr. Arsenio Pascual

January 31, 1985 Dr. Arsenio Pascual P. O. Box 2011 Manila Sir : This relates to your letter dated January 14, 1985, bringing to the attention of this Commission certain acts of the Board of Governors of Philippine Medical Association (PMA). LexLib It appears therein that the Board of Governors of PMA, at a meeting held on January 13, 1985, approved a resolution including the list of qualified voters those members of the association who paid their annual dues for the fiscal year 1984-85 notwithstanding any arrears in their annual dues for the previous years. In contrast thereto, the Board allegedly denies voting rights to members, who while having no arrears in previous years, were nevertheless late (even for one day) in remitting their annual dues for 1984-85. Anent thereto, the pertinent provisions of the approved by-laws of PMA are quoted as follows: "ARTICLE III. Obligations and Rights . SECTION 1. Obligations . A member of the Association, to be considered in good standing, shall (a) pay all national and local annual dues as well as all assessments that may be imposed upon them by the duly authorized bodies of the Association and . . . ." SECTION 2. Rights . A member of good standing shall be entitled to: a) Participate in all activities and functions of the PMA b) Vote and be voted upon subject to limitations as provided in these by-laws. xxx xxx xxx." "ARTICLE IV. Dues . SECTION 2. Method of Payment . Payment of membership dues for the current fiscal year shall be made at the component society level not later than the last day of September of the current fiscal year for purposes of eligibility to vote . xxx xxx xxx." SECTION 3. Delinquency . A regular member is delinquent if his dues are not paid as of the last day of September of the current fiscal year in which case all his benefits shall be suspended . No notice of such delinquency shall be necessary to declare a member delinquent. Such members cannot be reinstated until all indebtedness to the Association and the component society shall have been paid provided that this will not entitle him to vote in that particular year. cdlex xxx xxx xxx." The by-laws of the PMA is explicit that every member is obliged to pay all national and local dues as well as all assessments that may be imposed upon them by the duly authorized bodies of the Association. Likewise, the by-laws aptly defines a delinquent member, its consequence, and the manner of reinstatement. Relative thereto, the Commission has previously ruled that: "By-laws have been defined as the rules of action adopted by the corporation for its own government and for the government of its members and those having the direction, management and control of its affairs." (Agbayani, Commercial Laws of the Philippines, Vol. 3, p. 1470). Their function is "to regulate the conduct and define the duties of the members towards the corporation and among themselves." (8 Fletcher, Cyc. Corps. 634). "A code of by-laws establishes rules for the internal government of the corporation." (SEC letter to Mrs. Erlinda San Mateo, citing Agbayani, Supra, 1470; SEC letter to PMA, dated October 1, 1984). In the light of the foregoing, it is opined that the Resolution of the Board of Governors of PMA, dated January 13, 1985, restoring to the list of qualified voters those members of the Association who paid their annual dues for the fiscal year 1984-85 notwithstanding any arrears for the previous years, is contrary to the express provisions of the by-laws of the Association, and therefore, void. cdll Very truly yours, (SGD.) MANUEL G. ABELLO Chairman