Philippine Medical Association, Inc.

October 1, 1984 Philippine Medical Association, Inc. North Avenue, Quezon City Attention : Dr . Francisco G . Dizon President Sir : This has reference to your letter dated August 13, 1984, requesting the opinion of this Commission on whether your amnesty program for delinquent members of the Association does not violate any provision of the Corporation Code and other pertinent laws as well as rules laid down by this Commission. LibLex It appears from the facts of your letter that some members of the Association have as many as three or more years of arrears in membership dues. In order to help them revive their status of good standing which requires that they should be up-to-date in the payment of their annual dues, you have conceived an amnesty program under which the delinquent member is allowed to pay only a portion of his back dues in order to fulfill the said requirement. It also appears therefrom that your By-laws govern the payment of annual membership dues. Under the aforementioned circumstances, you now posed the following query: "If the amnesty is legal, is it mandatory that the By-laws be amended so as to incorporate the amnesty program or can this be effected merely by action of the PMA Board of Governors?" In a previous opinion, this Commission has 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, p. 1470). Their function is "to regulate the conduct and define the duties of the members towards the corporation and among themselves." (8 Fletcher, 634). A Code of By-Laws establishes rules for the internal government of the corporation." ( Ltr. to Mrs. Erlinda San Mateo citing Agbayani Commercial Laws of the Phil., p. 1470). Article III of your approved By-laws provides, thus: "SECTION 1. Obligation . A member of the Association, to be considered in good standing, shall: a) Pay all national and local annual dues; ARTICLE IV. "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 her to vote in that particular year." From the above provisions, it is clear that every member is obliged to pay all national and local annual dues to be considered in good standing. Likewise, the aforequoted Section 3 of Article IV defines a delinquent members. In order to effect your amnesty program, you have to incorporate the same in your By-laws, through an amendment thereof to enable the delinquent members to avail themselves of said program and regain good standing by paying a portion of their back dues. Should you decide to amend your by-laws, you have to follow the procedure set forth in Article XXII of your approved by-laws, quoted hereunder: "ARTICLE XXII. This By-laws may be altered, amended, or repealed at any meeting of the House of Delegates held during the annual meeting or special meeting called for this purpose by a majority vote of the Board of Directors, and provided further, that notice of the proposed amendment shall have been officially sent to all component and affiliate societies at least 60 days before the annual convention." Please be advised accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman