Eligio P. Mallari & Associates

February 22, 1985 Eligio P. Mallari & Associates Law Offices Penthouse E, Vernida I Amorsolo St.,Legaspi Vill. Makati, Metro Manila Attention : Atty . Andres C . Ocampo Sir : This has reference to your letter dated January 28, 1985, requesting for the opinion of the Commission on the queries posed therein. It appears that on July 9, 1984, Vernida I Condominium Corporation filed with this Commission its Amended By-laws adopted by a unanimous vote of the Board of Directors and by the majority vote of the members on April 27, 1984, as certified by the Board of Directors and counter-signed by the Secretary of the Corporation. The corresponding certificate of filing of Amended By-laws was issued by this Commission on July 30, 1984. You now request for the opinion of this Commission on the following queries: 1. Whether or not there is still a need to hold an annual meeting of the members of the Corporation and the election of directors "on the first Friday of March" as provided for in the old By-laws, or "on the last Friday of October of each year at 6:00 o'clock P.M." as provided for in the April 27, 1984 amendments of the By-laws? The pertinent provision of Sec. 48 of the Corporation Code, provides thus: SECTION 48. Amendment to by-laws . xxx xxx xxx "The amended or new by-laws shall only be effective upon the issuance by the SEC of a certification that the same are not inconsistent with this Code." Accordingly, since a certificate of Filing of Amended by-laws has been issued by this Commission on July 30, 1984 and your amended by-laws has become effective, it follows that in accordance with the same, you should hold your annual meeting on "the last Friday of October of each year at 6:00 o'clock or at such any other date and time that may be fixed by the Board of Directors for the purpose." 2. If the annual meeting of the members of the Corporation and the election of directors should be held "in the last Friday of October of each year" as provided for in the April 27, 1984 amendments of the by-laws, are the incumbent directors considered hold-over up to the next annual meeting which will be held during the last Friday of October, 1985? Section 23 of the Corporation Code provides, and we quote: SECTION 23. The board of directors or trustees . Unless otherwise provided in this Code, the corporate powers of all corporations formed under this Code shall be exercised, all business conducted and all property of such corporations controlled and held by the board of directors or trustees to be elected . . . where there is no stock, from among the members of the corporation, who shall hold office for one (1) year and until their successors are elected and qualified .(Emphasis supplied) LibLex Section 1 of Article III of your Approved By-laws provides, thus: SECTION 1. Composition, Election and Term of Office . The Corporation shall be governed and its affairs managed and controlled by a Board of Directors composed of five (5) members elected by and from among the members of the corporation who are not delinquent in their dues and assessments and their term of office shall be for a period of one (1) year which shall commence from January 1 following their election and shall terminate on December 31 of the same year. An examination of the aforequoted provisions of your by-laws shows that your corporation evidently intended to provide for a two-month interregnum between the election of directors and the commencement of their term of office, as supported further by Section 2-A of your approved by-laws quoted hereunder: "SECTION 2-A. Transition Period . There shall be a transition period wherein the old and new Board of Directors shall work together from the time the new members are elected up to the time their tenure of office usually commences." Regarding your third and fourth queries, please be informed that an examination of your records on file with this Commission discloses that your application for amended by-laws increasing your number of directors has not been approved by this Commission inasmuch as the same necessitates the corresponding amendment of your articles of incorporation. Please be advised accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman