Dr. Teddy A. Bernales

April 1, 1982 Dr. Teddy A. Bernales Laubach Institute Bacolod, Lanao del Norte Sir : This has reference to your letter-query dated February 12, 1982 requesting the opinion of this Commission on the application of Section 93 of the New Corporation Code relative to the place of annual meeting the Association of Christian Schools and Colleges, Inc. It was related in the letter that the by-laws of subject association mentions Manila as the place of its annual general assembly but after the approval of the Corporation Code, the meeting place was transferred to San Fernando, La Union pursuant to the aforementioned section of the said Code which is quoted hereunder for reference: LexLib "SECTION 93. Place of meetings . The by-laws may provide that the members of a non-stock corporation may hold their regular or special meetings at any place even outside the place where the principal office of the corporation is located, Provided, that proper notice is sent to all members indicating the date, time, and place of the meeting: and Provided, further, that the place of meeting shall be within the Philippines." A verification of the by-laws of the abovenamed association on file with the Commission shows that the place of its annual meeting is not specifically indicated therein. In this case, the annual meeting must be held in the place where the principal office of the corporation is located, i.e. Manila per articles of incorporation. With the promulgation of Batas Pambansa Blg. 68 otherwise known as the Corporation Code of the Philippines, non-stock corporation may now provide in their by-laws that corporate meetings may be held outside the place of its principal office, subject to conditions stated in Section 93 thereof. It is clear from the aforequoted provision that the authority to transfer the place of members' meeting must be expressly granted by the by-laws. We, therefore, concur with your opinion that the by-laws should be amended first before the members can hold their meetings outside the place where the principal office is located. Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner