Atty. Rachel E. Fidelino

June 9, 1994 Atty. Rachel E. Fidelino Young Women's Christian Association of the Philippines (YWSA) 880 United Nations Ave. Ermita, Manila M a d a m : This refers to your letter of June 9, 1994 requesting opinion on the following queries based on the facts present therein: 1. Who should send notice of meeting? 2. What must the notice state? 3. How should the notice be sent? 4. How many days before the meeting must the notice be sent? 5. If the principal purpose of the notice of the meeting is to elect the officers for 1994-1996 from amongst the Board members, is it legal that the notice be sent in the manner prescribed by the National Executive Director? 6. Can the twelve (12) members (out of the seventeen (17) members) who finally met and elected the President on a mere six (6) votes be considered valid? Please be advised that the Commission does not, as a matter of settled policy, render opinions on queries or transactions which may eventually be litigated in the future or which could only be clarified and determined in a proper proceeding, such as those presented in your letter. The opinion which may be rendered thereon would not be binding upon private parties who would in all probability, if the opinion happens to be adverse to their interest, take issue therewith and contest it before the Court. The Commission, therefore, has to refrain from giving categorical answer to the last two queries so that it will not be estopped to resolve any controversy pertaining thereto if brought before it in a proper proceeding. However, on the matter of notice of meeting, the following may be imparted for information purposes. The pertinent provisions of the Corporation Code provide: "SECTION 47. Contents of the by-laws . Subject to the provisions of the Constitution, this Code, other special laws, and the articles of incorporation, a private corporation may provide in its by-laws for: xxx xxx xxx 6. The time for holding the annual election of directors or trustees and mode or manner of giving notice thereof . ...." (Emphasis provided) "SECTION 50. Regular and special meetings of stockholders or members . Regular meetings of stockholders or members shall be held annually or a date fixed in the by-laws, or if not so fixed on any date in April of every year as determined by the board of directors or trustees: Provided, That written notice of regular meetings shall be sent to all stockholders or members of record at least two (2) weeks prior to the meeting, unless a different period is required by the by-laws . Special meetings of stockholders or members shall be held at any time deemed necessary or as provided in the by-laws: provided, however, That at least one (1) week written notice shall be sent to all stockholders or members, unless otherwise provided in the by-laws . Notice of any meeting may be waived, expressly or impliedly ,by any stockholder or member. ...." (Emphasis provided) It is clear from the above provision that the corporate by-laws govern the procedure of sending notices of meetings. If the by-laws is silent, the manner prescribed in the above provision shall be followed. Where the law expressly requires notice of meeting of a particular transaction, no meeting can he validly held, unless the notice of such meeting specifies the corporate transaction to be resolved, except if all the stockholders/members are present or duly represented during the meeting and do not object. (SEC Opinion dated September 9, 1991 addressed to Mr. David R. Sinangote, Jr.) Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman