Philippine Nurses Association, Inc.

February 4, 1988 Philippine Nurses Association, Inc. 1663 Kansas Street, Manila Attention : Miss Erlinda Ortin Madam : This refers to your letter, dated December 24, 1987, requesting for clarification from this Commission as to how the Philippine Nurses Association, Inc.,may amend its by-laws. LibLex The new by-laws of the Philippine Nurses Association, Inc. which was approved by the Commission on October 25, 1979 prescribed for the following manner of amending the by-laws of the-association. "ARTICLE XII. Amendments . Section 60, Procedure . The Association may amend/repeal/ or adopt new by-laws through the votes of majority of its members at a regular or special meeting duly called for the purpose." On October 28, 1982, said new by-laws of PNA was amended by the requisite vote of the members and directors (governors),a certified copy of which was filed with this commission and for which a certificate of approval was issued by our office on April 18, 1984. Among the items amended is Article III, paragraph c thereof, vesting to the House of Delegates the following function: "c. Functions of the House of Delegates. ...shall have the power to amend by-laws subject to concurrence by the SEC." In passing upon the above provision on representative voting, the Commission was aptly guided by Section 89 of the Corporation Code which declares that "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 by-laws." The following ruling on representative voting is likewise appropriate: "The power to make changes in the by-laws of a benefit society is sometimes vested exclusively in its chosen representatives, and when such is the case, the courts will not interfere with the exercise of their discretion in the matter, unless there has been an abuse of such discretion, and a clear, unreasonable and arbitrary invasion of private rights." (Steen v. Modern Woodmen of America, 296 Ill.,104, 129 NE 546, cited in 8 Fletcher, Cyc. Corp.,1982 Rev. Vol.,sec. 4178 at 637). By-laws and their amendments should be construed and given effect in the same manner and upon the same principles as agreements in writing between private individuals. Hence, the rules of contracts interpretation are generally applicable to the interpretation of by-laws. (Fletcher, sec. 4195 at 696). Article 1371 of the new Civil Code of the Philippines on interpretation of contracts provides that "In order to judge the intention of the contracting parties, their contemporaneous and subsequent acts shall be principally considered." The power to amend the by-laws of PNA has been vested in the House of Delegates by virtue of the latest approved amended by-laws of the Association, and considering that this is the latest expression of the will of the members and directors (governors) such provision of Article III (c) of the amended by-laws prevails over Article XII thereof. Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman