Mr. Teodolfo E. Santos

November 19, 1998 Mr. Teodolfo E. Santos 20th Battalion Combat Team (PEFTOK) Chapter Room 405 Sunrise Condominium, Ortigas Avenue Greenhills, San Juan, Metro Manila S i r : This refers to your letter dated September 10, 1998 requesting opinion on what action is to be taken in the event that a request in writing of three or more directors in accordance with the provision of the corporation's by-laws to convene a special meeting of the Board of Directors is ignored by the president and secretary. prcd It is well-settled that the By-laws are the private laws of the corporation and such self-imposed private law, when valid, have substantially the same force and effect as laws of the corporation as have the provisions of its charter in so far as the corporation and the persons within it are concerned. They are in effect written into the charter and in this sense, they become part of the fundamental law of the corporation. The corporation, and its directors and officers are therefore bound by and must comply with them. Thus, in case of violation of the provisions of the corporate by-laws pertinent to the issue raised in your letter, the aggrieved party may file a formal complaint/petition for mandamus before this Commission invoking the power of the Commission under PD 902-A, as amended, to hear and decide intra-corporate disputes. Very truly yours, (SGD.) SONIA M. BALLO Director Corporate and Legal Department