Dra. Cora J. Virata
SEC Opinion • Securities and Exchange Commission • Opinions • Jun 21, 1983
Full text
June 21, 1983 Dra. Cora J. Virata President, San Lorenzo Village Association, Inc. San Lorenzo Village Park Makati, Metro Manila Madam : This refers to your letter dated May 18, 1983, requesting opinion on whether you can amend your by-laws such that the term of office of the Board of Trustees shall be increased from one (1) year (Art. IV, Section 1 thereof) to two (2) years. Said amendment is allowable under the provisions of the Corporation Code which provides: "SECTION 92. Election and Term of Trustees . Unless otherwise provided in the articles of incorporation or by the by-laws, the Board of Trustees of non-stock corporations, which may be more than fifteen (15) as may be fixed in their articles of incorporation or by-laws, shall, as soon as organized, so classify themselves that the term of office of one-third (1/3) of the number shall expire every year; and subsequent elections of trustees comprising one-third (1/3) of the board of trustees shall be held annually and trustees so elected shall have a term of three (3) years ....(Emphasis supplied). The procedure to be followed in effecting said amendment is prescribed in the same Code which states: "SECTION 48. Amendment to by-laws . the Board of ... trustees, by a majority vote thereof, ... and the owners of at least a majority of the outstanding capital stock 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. ..." 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 ...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. ..." Please be guided accordingly. Very truly yours, (SGD.) JESUS J. VALDES Associate Commissioner
Ask what this means for your situation
The assistant quotes the passage it relies on and links the source, so you can check every figure it gives you.