Sister Agnetia C. Naval, CFIC

August 8, 1985 Sister Agnetia C. Naval, CFIC Philippine Nurses Association, Inc. 1663 F.T. Benitez St., Makati, MM Madam: This refers to your letter, dated July 10, 1985, requesting the opinion of this Commission on the query posed therein. LexLib It appears therein that the Philippine Nurses Association, Inc. is in the process of preparing for the annual national election which is handled by the Nomination and Election Committee (NOMELEC) of the Association. Unfortunately, all the commissioners of NOMELEC tendered their resignation effective June 15, 1985. The association's by-law provision on the manner of filling up vacancies in the elective positions of the Association to call for a special meeting of members for the election of NOMELEC's commissioners. Hence, your query is: what may be the alternative action of the board of governors of the association in resolving the question of existing vacancies in the NOMELEC? The pertinent provisions of the by-laws of Philippine Nurses Association are quote hereunder: "ARTICLE IX. Nomination and Election Commission . SECTION 48. Composition . There shall be a nomination and Election Commission composed of five (5) commissioners. The commission shall elect a chairman from among themselves. SECTION 40. The commissioners shall be elected during an annual election of the Association and shall serve a term of two (2) years. xxx xxx xxx (emphasis supplied) "ARTICLE I General Provisions SECTION 8. Vacancies . . . . . In case of an elective office or position, the vacancy shall be filled by the next in rank among the candidates in the last election." In this connection, please be informed by "by-laws signifies the rules and regulations or private laws enacted by the corporation to regulate, govern and control its own actions, affairs and concerns and its stockholders or members and directors and officers with relation thereto and among themselves in their relation to it." 9 Fletcher Cyc. Corp., 1963 Rev. Vol., sec. 4166 at 622. "In other words, by-laws are the relatively permanent and continuing rules of action adopted by the corporation for its own government and that of the individuals composing it and having the direction, management and control of its affairs, in whole or in part, in the management and control of its affairs and activities." (Fletcher, loc. cit.) In view of the nature and function of by-laws as rules for the government of the corporation and its stockholders and members in the conduct and management of its affairs, it would seem that corporate meetings and elections and procedural and administrative matters relating thereto are peculiarly within the sphere of regulation of by-laws. (Fletcher, Supra, sec. 4208 at 813-814) Section 8, Article 1 of the by-laws of the Association finds no application in the present case if there were no candidates next in rank nominated for the NOMELEC in the last election. Considering all the foregoing, it is advised that the association is left with the only alternative of waiting for the coming annual election of the association where the commissioners of the NOMELEC may be elected as prescribed under Section 49, Article IX of the Association's by-laws. Said prescription so adopted in the by-laws is controlling on the board of governors, officers and members of the association. prcd Very truly yours, (SGD.) MANUEL G. ABELLO Chairman