Mr. Ratan A. Vaswani

March 8, 1995 Mr. Ratan A. Vaswani 1426 Looban St., Paco, Manila S i r : This refers to your letter of March 3, 1995 requesting opinion on the queries posed therein to the election of Hindu Temple, Inc.. Please be advised that the Commission does not, as a matter of settled policy render opinions on queries based on issues which may eventually be litigated in the future, such as those presented in your letter. The opinion which may be rendered thereon would not be binding upon private parties who would in all probability, if the opinion happens to be adverse to their interest, take issue therewith and contest it before the proper forum. The Commission, therefore, has to refrain from giving categorical answers to your queries so that it will not be estopped to resolve any controversy pertaining thereto if brought before it in a proper proceeding. However, for purposes of information only, the following are imparted. As regards postponement of annual meeting, the general rule is, when the by-laws provide for the time of holding an annual meeting for the election of directors, the same should be held at the regular appointed time. The rule, however, admits of certain exceptions as when the annual meeting cannot be held on the appointed time for some valid reasons . It is, however, necessary that the postponement should be for a reasonable time and proper notice on the postponement following the manner of giving notice of annual meeting as prescribed in the by-laws must be given to the stockholders. Likewise, your attention is invited to the provisions of the SEC Rules Governing the Filing of Information Sheet by Domestic Corporations which prescribes under paragraph 2, thereof, that no extension of period for postponement of annual stockholders' meeting shall be allowed except for very justifiable reasons so stated in writing by the President, Secretary, Treasurer or other officers, upon which the Commission may grant an extension for not more than ten (10) days. Violation of said Rules carries the corresponding penalty prescribed therein. As to qualifications for membership in the Board, the Corporation Code requires that to be qualified as member of the Board in a non-stock corporation, one must be a member thereof, and in addition to such basic qualification, a corporation, pursuant to Section 47(5) of the same Code, may provide in its by-laws for additional qualifications. Thus, if the by-laws of the corporation provide for additional qualifications, the same should be complied with. It has to be emphasized that by-laws are the private laws of the corporation. They are in effect written into the corporate charter and in this sense, they become part of the fundamental law of the corporation, and the corporation, its directors, officers, and members are bound by and must comply with them. The pertinent provisions of the by-laws of subject corporation provide: "B To be qualified to run for Trustee in the temple one must be a Life Time Member ; C. A member in good standing shall have the privilege to be voted upon; provided he has been a life time member for at least 1 year from the date of his admission ; xxx xxx xxx F. A life time member is qualified to be elected as trustee provided he has been declared as qualified candidate by the Commission on Elections in accordance with these By-laws; G. A qualified candidate must be physically present during election before casting of ballots and any vote for absentee candidate shall be considered as stray vote and shall not be included in the official count. H. Only one member from a family will be eligible to run for trustee in the election of the temple (husband or wife)" (Emphasis supplied) Anent the required quorum for the election of the Board of Directors or Trustees, the pertinent provision of the Corporation Code provides: "SECTION 24. Election of directors or trustees . At all elections of directors, there must be present either in person or by representative authorized to act by written proxy, the owners of the majority of the outstanding capital stock or if there is no capital stock, a majority of the members entitled to vote . . . ." (Emphasis supplied) Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner