Mr. Bashir D. Rasuman

February 8, 1999 Mr. Bashir D. Rasuman Philippine Institute of Civil Engineers, Inc. Unit 2404, 24/F Cityland 10, Tower II H.V. Dela Costa cor. Valero Sts. Makati City S i r : This refers to your letter dated January 25, 1999 requesting confirmation of your position that the following latest amendment of Section 1 Article V of the By-laws of the Philippine Institute of Civil Engineers, Inc. (PICE) is valid and effective despite the fact that another provision in the by-laws, through oversight, was not amended accordingly to conform with the latest amendment. LexLib "SECTION 1. THE ELECTORAL COLLEGE . . . . The assemblage of the college shall be held at the principal office within Metro Manila or IN ANY OTHER PLACE WITHIN THE PHILIPPINES AS AGREED UPON BY THE BOARD DURING THE NATIONAL AND/OR MID-YEAR CONVENTIONS provided that proper notice shall be served to all the members of the voting delegates . . .(as amended on November 07, 1991 and approved by the SEC on December 22, 1994) The Commission previously opined that "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 . " (SEC Opinion dated February 4, 1988 addressed to Philippine Nurses Association, Inc.) Accordingly, since the above-cited amended by-law provision is the latest expression of the will of the members and directors of PICE, the same shall prevail over the other by-law provision(s) which the members and directors failed to amend to conform with the latest intention. llcd Very truly yours, (SGD.) ROSALINDA U. CASIGURAN Associate Commissioner