Mr. Pedro T. Santos, Jr.

June 4, 1992 Mr. Pedro T. Santos, Jr. Suite 22, 2nd Floor, Midland Plaza M. Adriatico Street, Ermita Manila S i r : This refers to your letter of May 4, 1992 requesting opinion whether or not a condominium corporation can legally conduct an election of the board of directors wherein the voting rights of the members is based on gentlemen's agreement which is not in accordance with the provision of its corporate by-laws. The pertinent provision of the Corporation Code 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. Unless otherwise provided by the articles of incorporation or the by-laws, a member may vote by proxy in accordance with the provisions of this Code. ..." (Emphasis supplied) Hence, to be valid and enforceable, the desired voting rights of the members of the condominium corporation must be specified in the articles of incorporation or by-laws. In this connection it has to be emphasized that by-laws are the private laws of the corporation. They are in effect written into the charter and in this sense, they become part of the fundamental law of the corporation, and the corporation, its directors, officer, and members are bound by and must comply with them. (8 Fletcher, Sec. 4197).Accordingly, procedures or any matter different or inconsistent from that specifically provided for in the by-laws of the corporation will run contrary to the basic tenet that the by-laws of the corporation are the rules for the government of the corporation and its stockholders or members in the conduct and management of its affairs. ( Letter dated April 8, 1992 addressed to Mr. Noe S. Andaya citing previous SEC opinion) Thus, unless and until the existing by-law provision on the matter is changed, modified or repealed in accordance with Section 48 of the Corporation Code of the Philippines, the corporation is duty bound to observe and follow the same. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman