Mr. Ramon G. Hechanova

January 2, 1980 Mr. Ramon G. Hechanova 395 Quezon Avenue Quezon City Dear Mr. Hechanova : This has reference to your letter dated November 12, 1979 requesting the opinion of this Commission relative to certain provisions of the amended by-laws of the Philippine Institute of Civil Engineers, Inc.,a duly registered non-stock corporation. "Firstly, you wish to know the legality of the provision of the amended by-laws of subject corporation which reads, "Should there be no quorum, a second call by mail or publication of a newspaper of general circulation at least ten (10) days before the second Sunday of December shall be issued by the secretary informing all the members of the lack of quorum and notifying them that at the next meeting any number of members present would constitute a quorum." Secondly, you wish to know the meaning of the words "greater number" provided in Article VI of Section 4 of your Amended By-Laws which reads, "The presence of a greater number of members in person or by proxy shall be required to constitute a quorum." The provisions of the Corporation Law, as amended pertinent to your queries explicitly states that: SECTION 21. A corporation may, unless otherwise prescribed by this act, provide in its by-laws for ... the number of stockholders or members necessary to constitute a quorum for the transaction of business at meetings of stockholders or members; ..." (emphasis supplied) Consequently, any corporation, whether stock or non-stock, is authorized to provide in its by-laws a specific number of stockholders or members necessary to constitute a quorum for the transaction of corporate business, except in those cases where the Corporation Law itself prescribes a greater number of stockholders or members necessary to constitute a quorum (infra). In the case of your corporation, a quorum of only 50 members out of the total membership of around 4,000 is necessary for the transaction of corporate business (Sec. 4, Art. VI, Amended By-Laws), subject however to the exception provided for in Section 21 of the Corporation Law, as amended. But said minimum number of members necessary to constitute a quorum is not variable. It may not be changed nor altered at anytime except upon amendment of the by-laws in accordance with law. Hence, the provision of your amended by-laws allowing any number of members present at the next meeting after the adjournment of a previous meeting for lack of quorum is not legally tenable. Regarding your second query, "a greater number" refers to those cases or instances regulated by specific provisions of the Corporation Law. In your case, although the minimum number of 50 persons is sufficient to transact business affecting the corporation, yet the same number would not legally constitute the quorum in the following instances prescribed by the Corporation Law: 1. In increasing or decreasing the number of the Board of Directors/Trustees, the law requires the formal assent of a majority of the members at a regular or special meeting of the members (not merely 50 members) (Par. 6 of Sec. 6 of the Corporation Law, as amended) 2. In the amendment of the articles of incorporation, the law requires the majority vote of the Board of Directors/Trustees and the vote or written assent of two-thirds of its members (Sec. 18, ibid) 3. In the amendment, repeal or adoption of new by-laws, the majority of the members is necessary as well as in the revocation of the power delegated to the board to amend, repeal or adopt new by-laws (Sec. 22, ibid) 4. In the election of the Board of Directors/Trustees, the presence either in person or by representative authorized to act by written proxy of a majority of the members entitled to vote is necessary (Sec. 31) Less than the number prescribed by the statute cannot hold a meeting and transact business. Please be advised accordingly. Very truly yours, For the Chairman: (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department