Dr. Natividad L. Puertollano, M.D.

September 1, 1987 Dr. Natividad L. Puertollano, M.D. Philippine Association for the Study of Sterilization, Inc. IMCA Bldg.,4th Floor 11 Banawe St.,Quezon City Madam : This refers to your letter dated August 11, 1987, requesting clarification on the issue raised therein. You alleged that during the Fifth National Convention of the Philippine Association for the Study of Sterilization, Inc. held on June 26, 1987 at the Manila Hilton International, the President and Secretary presented to the body proposed amendments to the Constitution and By-laws of the association for discussion and approval by the general membership. The amendments were sent to the members thirty days prior to the holding of the convention in keeping with the provisions of Article XIII, Section 2 of the by-laws. These amendments were unanimously ratified by the general membership. However, during the meeting, two more amendments were presented to the body by the Secretary which were not among those sent to the members prior to the convention. These amendments which were also unanimously approved by the general membership, are as follows: 1. Article IV, Section 1a. "All past presidents shall be ex-officio members of the board." 2. Article IX, Section 1. "The Board of Directors through the President shall appoint the office staff to be headed by an Executive Director." In this regard, you would like to be clarified whether the approval of the additional amendments is legal and valid considering that they were not approved by the Board of Directors in the previous board meetings nor were they included in the amendments submitted to the members one month before the convention for their review. In this connection, Article XIII, Section 2 of the amended by-laws of the Philippine Association for the Study of Sterilization, Inc. as approved by this Commission on June 8, 1984 provides thus: "SECTION 2. Amendments to any provision of this By-laws shall be done during the general assembly. A plurality vote of majority of all members and Board of Directors ,shall be sufficient to ratify the same. Any provision or provisions for amendments, however, shall be formally sent to all members 30 days prior to the holding of the general assembly." (emphasis supplied) Therefore, to be valid, any amendment to the by-laws must comply with the aforesaid provision. Your attention is likewise invited on the proposed provision of your by-laws relative to the office of "ex-officio members of the Board". In this connection, it is worth mentioning that the Corporation Code does not provide for the office of "ex-officio director". The Commission previously ruled, thus: "The term 'ex-officio director' means a person who becomes a director of the corporation because of his title to an office, and not because of an election by the stockholders or members. Such a right is ordinarily granted by statute, and since an ex-officio director will have the rights and privileges of a director except the manner of his coming to office, such position cannot, it is believed, be provided for in the by-laws. The Commission, however, will interpose no objection for the board of directors to avail of advisers during its meetings." cdll Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman