Mr. Adolfo L. Fajardo

May 27, 1993 Mr. Adolfo L. Fajardo PLDT Supervisors Club, Inc. MCPO Box 1983, Makati Metro Manila S i r : This refers to your letter of May 24, 1993 requesting legal opinion on the queries posed therein summarized as follows: LexLib 1. Are amendments to the By-law subject to ratification by the general membership? 2. Can your association legally implement amendments to the By-laws carried and approved by the general assembly whose composition is by sectoral representative even if they are not reported to the SEC? Relative to query No. 1 the Corporation Code provides: "SECTION 48. Amendments to by-laws . The board of directors or 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. The owners of two-thirds (2/3) of the outstanding capital stock or two-thirds (2/3) of the members in a non-stock corporation may delegate to the board of directors or trustees the power to amend or repeal any by-laws or adopt new by-laws: Provided, That any power delegated to the board of directors or trustees to amend or repeal any by-laws or adopt new by-laws shall be considered as revoked whenever stockholders owning or representing a majority of the outstanding capital stock or a majority of the members in non-stock corporations, shall so vote at a regular or special meeting ...." (Emphasis supplied) It is clear from the above provision that any amendment to the by-laws of a non-stock corporation shall be approved by at least majority of the Board and majority of all the members of the corporation . Relative to the second query, Section 48 of the Corporation Code further provides: "SECTION 48. Amendments to by-laws . ... xxx xxx xxx The amended or new by-laws shall only be effective upon the issuance by the Securities and Exchange Commission of a certification that the same are not inconsistent with this Code." (Emphasis supplied) It is also clear from the aforecited provision that amendments to the By-laws shall be effective and enforceable only upon approval by the Commission. Accordingly, a corporation cannot immediately implement any amendment in its By-laws without the approval of this Commission. Please be advised accordingly. Very truly yours, (SGD.) SONIA M. BALLO Director Corporate and Legal Department