Mr. Jesus Napagal, Sr.

April 20, 1987 Mr. Jesus Napagal, Sr. 1238 Int. 13, Santiago Street Paco, Manila Sir : This has reference to your letter dated April 1, 1987 requesting the opinion of this Commission on the query posed therein. Records show that the Rotonda-Paco Drivers' Association of the Philippines, Inc.,a non-stock corporation organized by its driver-members to solve the problems affecting their occupation, was issued its certificate of incorporation on April 11, 1969. It filed its by-laws on May 14, 1969 which was, however declared abandoned when the association failed to comply with the abandonment letter dated August 14, 1979 sent by this office. On April 18, 1986, another by-laws was filed. This was approved on May 8, 1986. The annual meeting was fixed on the Second Saturday of January of each year. You allege in your letter that previous to the approval of the by-laws on May 8, 1986, the annual meeting of the association is held on the 10th of May of each year. Hence, the present directors/officers of the association were elected on May 10, 1986. Your query is :Should the annual meeting be held this May, 1987 as previously practiced by the association? Apparently, no meeting or election was held during the 2nd Saturday of January of 1987. The Corporation Code provides thus: "SECTION 46. Adoption of by-laws :... xxx xxx xxx In all cases, by-laws shall be effective only upon the issuance by the Securities and Exchange Commission of a certificate that the by-laws are not inconsistent with this Code. . . . (Emphasis supplied). From the above provision, it is clear that upon the issuance the certificate of filing of by-laws on May 8, 1986, the provisions of the same must be followed and observed. By-laws are the private laws of the corporation. They are in effect written into the 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 (8 Fletcher, 750-751).Procedures different from that specifically provided for in the by-laws of a corporation will run contrary to the basic tenet that the by-laws of a corporation is a rule for the government of the association and its members in the conduct and management of its affairs ( SEC Ltr. to Phil. Amateur Radio Association, Inc. dated March 1, 1976 ). Your query is, therefore, answered in the negative. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner