Mr. Carlos G. Beltran

November 17, 1994 Mr. Carlos G. Beltran Teachers Association of Pangasinan, Inc. Lingayen, Pangasinan S i r : This refers to your letter of September 30, 1994 inquiring whether the recently approved Amended By-laws of Teachers Association of Pangasinan, Inc.,amending the term of office of the Board of Directors from one (1) year to two (2) years, is applicable to the incumbent Board elected under the old By-law provisions which provide for only a term of one (1) year. cdlex Under Sec. 48 of the Corporation Code, amendments to by-laws shall only be effective upon the issuance by the Securities and Exchange Commission of a certificate that the same are not inconsistent with the provisions thereof. Likewise, the Commission, in several occasions, has opined that By-laws shall be made to apply prospectively and not retroactively. Accordingly, the amended term of office cannot be applied to the incumbent members of the Board who were elected under the old by-law provision. They shall serve only for one year as provided for under the old by-laws. The corporation, however, may hold their annual election on the date provided for in the latest approved amended by-laws inasmuch as it will not affect the term of office of both the incumbent and incoming Board, as under the old and new provisions, the term of office of the Board starts on the first day of January. LibLex Please be advised accordingly. Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner