Atty. Arturo E. Balbastro

October 19, 1990 Atty. Arturo E. Balbastro 6th Floor, ADC Building 648 T.M. Kalaw Street Ermita, Manila S i r : This refers to your letter dated August 21, 1990 inquiring on the legality of the present practice of Young Men's Christian Association of the Philippines, Inc. allowing member associations to send more than one (1) delegate during its National Council Meeting. As stated, subject corporation is a Federation of thirty-one (31) member associations. Each member association is a corporation. Instead of being represented by only one (1) delegate during the National Council Meeting which is actually the annual membership meeting of the Federation, each member association is allowed to send five (5) to fifteen (15) delegates, depending upon the number of corporate and other members each member association has. Each delegate is entitled to one (1) vote. The pertinent provisions of the Corporation Code provide: "SECTION 47. Contents of by-laws . Subject to 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 2. The time and manner of calling and conducting regular or special meetings of the stockholders or members; 3. The required quorum in meetings of the stockholders or members; and manner of voting therein; ....(Emphasis supplied)" Section 89 of the Corporation Code further provides: "SECTION 89. Right to vote . The right of the members of any class or classes to vote may be limited, broadened or denied to the extent specified in the articles of incorporation or the by-laws .Unless so limited, broadened or denied, each member, regardless of class, shall be entitled to one vote. ....(Emphasis supplied)" Corollary to the foregoing, the by-laws of subject corporation provide: "SECTION 1. The National Council shall be composed of Delegates representing the Regular Member Associations ...." SECTION 2. Each Regular Member Association with one thousand (1,000) to two thousand (2,000) members of all types and ages shall be entitled to send seven (7) Delegates composed of its President, General Secretary and five (5) others or their Alternates; provided, that for every one hundred (100) additional corporate members or four thousand (4,000) other types of members, a Regular Member Association shall be entitled to send one (1) additional Delegate with the total number of delegates not to exceed sixteen (16);provided, further, that the number of Delegates shall be based on the membership roster of the month of August immediately preceding the Annual National Council Meeting. The said list of Delegates and their Alternates shall be submitted to the Federation Office not later than the 15th of September." (Emphasis supplied) It appears therefore that the practice of subject corporation to send more than one (1) delegate instead of only one (1) per member association during the National Council Meeting is valid. While under the by-laws of the Corporation it is not expressly stated that each delegate is entitled to one (1) vote, Article V Section 5 thereof, quoted hereunder, admits an interpretation that the intention is to grant each delegate the right to vote. "SECTION 5. The presence in person of at least seventy five (75) Delegates representing a majority of the Regular Members Associations shall constitute a quorum ." (Emphasis supplied) It is well-settled that the grant of a right always carries with it by implication everything necessary to make it effective. "Whenever possible, a legal provision must not be construed to be useless surplusage and accordingly meaningless, in the sense of adding nothing to the law or having no effect whatsoever thereon." (Martin Statutory Construction p. 127) To construe it otherwise would render meaningless the purpose of sending delegates to the National Council Meeting. Please be guided accordingly. (SGD.) ROSARIO N. LOPEZ Chairman