Mr. Alejandro "Alex" L. Maranga

July 23, 1996 Mr. Alejandro "Alex" L. Maranga # 55 Sitio Pagkakaisa, Zone IV, Brgy. Sta. Ana, Pateros, NCR, Metro Manila S i r : This refers to your letter requesting opinion as to whether or not the incumbent president of Tanglaw ng Pagkakaisa, Inc. could still seek for re-election under the circumstances stated therein. LexLib A perusal of the By-laws of the above-named corporation which was approved by the Commission on March 12, 1991 reveals the following relevant matters to your query: 1. It provides for an annual meeting (Article I Section 1); 2. All officers of the association shall hold office for one year and until their successors are duly elected and qualified (Article III Section 2); 3. It does not prohibit re-election. Thus, under the present by-laws of the corporation, the incumbent officers of the corporation can seek for re-election. It is well-settled that the By-Laws are defined as private laws of the corporation and such self-imposed private laws have, when valid, substantially the same force and effect as laws of the corporation as have the provisions of its charter in so far as the corporation and the persons within it are concerned. They are in effect written into the charter and in this sense they become a part of the fundamental law of the corporation. The corporation, and its directors and officers are bound by and must comply with them. (8 Fletcher, Sec. 4197) Thus, the Commission, other several occasions, has opined that any corporate procedure or matter different or inconsistent from that specifically provided for in the by laws of the corporation would run contrary to the basic tenet that the corporate By-Laws are the rules for the government of the corporation and its stockholders or members in the conduct and management of its corporate affairs. Accordingly, unless, and until the pertinent provisions of the By-laws of your Association on the matter is changed, modified or repealed in accordance with Section 48 of the Corporation Code, your Association is duty bound to observe and follow the existing provisions thereof. Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner