Samahan Ng Optometrist

October 5, 1984 Samahan Ng Optometrist Sa Pilipinas, Inc. c/o E. Vigan delos Reyes, O.D. 542 Ronquillo St.,Sta. Cruz Manila Gentlemen: This refers to your letter dated September 27, 1984 requesting for opinion on the following queries: prcd 1. Can an amendment to the by-laws be passed during the convention to disenfranchise new members to vote? 2. Will an amendment to its by-laws enacted during to its by-laws enacted during the convention take effect immediately without first securing SEC certification that the same are not inconsistent with the Corporation Code? For non-stock corporation, the Corporation Code has a separate provision relative to the right of the members to vote on corporate matters. The law provides, thus: "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 by-laws .Unless so limited, broadened or denied, each member, regardless of class, shall be entitled to one vote." (emphasis supplied) xxx xxx xxx On the basis of the foregoing provision, your first query is answered in the affirmative. The amendment, however , shall be effective only upon approval by the Securities and Exchange Commission pursuant to Section 48 of the Corporation Code which provides in part, to wit: "SECTION 48. Amendments to by-laws . xxx xxx xxx The amended or new by-laws shall only be effective upon the issuance by the Securities and Exchange Commission of a certification that the same are not inconsistent with this Code." (emphasis supplied). LexLib Please be advised accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman