Mrs. Elvie N. Estuita

May 26, 1993 Mrs. Elvie N. Estuita Auxiliary to the Philippine Medical Association, Inc. Luzon M a d a m : This refers to your letter of May 24, 1993 requesting legal interpretation on the following provision of the By-laws of Auxiliary to the Philippine Medical Association, Inc., more particularly on the underscored words. "ARTICLE VI Officer SECTION 1. The officers of the corporation to be elected by the Board of Directors from among themselves are: President, Executive Vice-President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, Auditor, Public Relations Officer (PRO), the Immediate Past President as an ex-officio member. However, no President, Secretary or Treasurer may be elected unless she has served for at least one (1) year preceding the election. . . . " (Emphasis supplied) As stated in your letter, election is at hand and clarification is necessary in order to avoid an electoral protest. Hence, your request. Please be advised that the Commission does not, as a matter of settled policy, render opinion on queries based on allegations or issues which may eventually be litigated in the future. 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 Court. For this reason, the Commission refrains from commenting on the issue raised in your letter so that it will not be estopped to decide the same if brought before it in a proper proceeding. However, for purposes of information only, the following may be imparted. By-laws are private laws of the corporation and become part of the fundamental law of the corporation. Hence, they should be construed and given effect in the same manner and upon the same principle as that of statutes. "The Courts are not always to be hedged in by the literal meaning of the language of the statute; the spirit and intendment thereof must prevail over its letter, especially where adherence to the latter would result in absurdity and injustice." Thus, cases which do not come within the strict letter of the statute, if within the spirit, will fall within its scope; and cases within the letter of the statute, if without its spirit, will not come within its operation. (Statutes, Alcantara sec. 31 citing Casela vs. Court of Appeals et al., G.R. No. L-26754, Oct. 16, 1970) Accordingly, the by-laws must be construed in accordance with the intent of its own makers , and the corporation in applying a vague by-law provision may disregard the use of literal interpretation of words in order to give effect to the real intent of the members of the corporation in adopting the corporate by-laws. Unless a complaint is formally filed with the Securities Investigation and Clearing Department of this Commission in accordance with P.D. 902-A, as amended and the SEC Rules on Procedure , the Commission will not interfere on the matter. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman