Atty. Tomas V. Santos

August 14, 1981 Atty. Tomas V. Santos Santos and Associated Law Office Suite 305 FMSG Building 9 Balete Drive, Quezon City Sir : This refers to your letter-query dated June 2, 1981 requesting opinion on the following queries: a. Whether a non-stock corporation may hold the regular or special meeting of its members at any place outside of the location of the principal office, as provided in Sec. 93 of the Corporation Code, although the By-Laws expressly provides that the meetings be held at the principal office of the corporation. llcd b. Whether in view of the provision of the Corporation Code (Sec. 93), it will not be necessary to amend the By-laws and the aforesaid provision is deemed included in the By-Laws and the latter considered as amended accordingly. The general rule provided for under Section 51 of the Corporation Code of the Philippines regarding the place of holding a regular or special meeting of members requires that such regular or special meetings should be held in the city or municipality where the principal office of the corporation is located. However, the by-laws may provide that the members of a non-stock corporation may hold their regular or special meetings at any place even outside the place where the principal office of the corporation is located, provided, that proper notice is sent to all members indicating the date, time and place of the meeting and provided further, that the place of meeting shall be within the Philippines. (Sec. 93, Corporation Code of the Philippines) It appears that your by-laws expressly provides for the holding of members' meetings at the principal office of the corporation conformably with the general rule in Section 51. In view hereof, our answer to your first query is in the negative. Should you desire to follow the provisions of Section 93, the by-laws should be amended accordingly. cdlex Very truly yours, (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department