Medicare

April 27, 1983 MEDICARE Greater Manila Financing Corporation Building 49 Tomas Morato Avenue Quezon City Attention : Dr . Jesus Tamesis Sir: This refers to your letter, dated February 28, 1983, inquiring as follows: 1. What organic charter is the PMA governed with at present? 2. Whether there has been any authorized changes purportedly as claimed by the incumbent president? LexLib Anent thereto, please be informed that the Philippine Medical Association is primarily governed by its articles of incorporation, the corporate charter held to be the right to exist as a corporation. Likewise, the association is governed by its by-laws which are the private laws of the corporation, and such self-imposed private laws have, when valid, substantially the same force and effect as the laws of the corporation as have the provisions of its charter insofar as the corporation and the persons within it are concerned. They are in effect written into the charter and in this sense, they become a part of the fundamental law of the corporation. And the corporation and its board of directors and officers are bound by and must comply with them. 8 Fletcher, Cyc. Corps.,sec. 4197 at 750-751 (1966 Rev. Vol.). Under the legal presumption of knowledge which imputes notice of the by-laws to the stockholders and members, existing by-laws which was within the power of the corporation to adopt and which were legally adopted by it, are binding upon all the stockholders and members, in so far as their rights as such are concerned, whether they expressly consented to them or not. (8 Fletcher, SUPRA ,sec. 4198 at 754). In addition to by-laws, a corporation may and usually does, adopt other rules and regulations for its government, chief of which are the so-called constitution and resolutions. The word "constitution" is sometimes used with reference to corporations in its true sense, that is descriptive of the fundamental or supreme laws of the corporation, or as a synonym or equivalent for charter. (8 Fletcher, SUPRA ,sec. 4167 at 624).A so-called constitution adopted by a fraternal benefit corporation is of no higher dignity that by-laws adopted by it, both are creations of corporation and have, in large measures, a common purpose and common objects, to wit, to regulate and govern it in its internal affairs. (Dornes V. Supreme Lodge Knights of Pythias, 75 Miss. 466, 23 So. 191, as cited in 8 Fletcher, SUPRA). Thus, PMA is governed by its articles of incorporation, its by-laws and constitution. It is legal for PMA to adopt two compatible sets of rules and regulations for its governments, namely the by-laws and constitution. As regards the second query, please be informed that on May 24, 1982, PMA filed with this Commission its amended by-laws and constitution, and finding the provisions thereof to be consistent with the Corporation Code of the Philippines, the Commission on February 14, 1983, conformably issued a Certificate of Filing of Amended By-Laws. The favorable action of the Commission on the matter was duly deliberated upon by the Commission en banc in its Executive Committee meeting on January 26, 1983. The amended by-laws of PMA is deemed to include the amended constitution thereof for the latter is likewise a set of rules and regulations for the government of the association. Please be advised accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman