Antonio A. Afable, Sr.

October 1, 1992 Antonio A. Afable, Sr. Tuy, Batangas S i r : This refers to your letter of September 7, 1992 inquiring whether amendments to corporate by-laws can be discussed in the annual meeting even if such business matter is not included in the agenda. The pertinent provision of the Corporation Code provides: "SECTION 48. Amendments to by-laws . The board of directors or trustees, by a majority vote thereof, and the owners of at least a majority of the outstanding capital stock, or at least a majority of the members of a non-stock corporation, at a regular or special meeting duly called for the purpose ,may amend or repeal any by-laws or adopt new by-laws. The owners of two-thirds (2/3) of the outstanding capital stock or two-thirds (2/3) of the members in a non-stock corporation may delegate to the board of directors or trustees the power to amend or repeal any by-laws or adopt new by-laws: Provided, That any power delegated to the board of directors or trustees to amend or repeal any by-laws or adopt new by-laws shall be considered as revoked whenever stockholders owning or representing a majority of the outstanding capital stock or a majority of the members in non-stock corporations, shall so vote at a regular or special meeting. ...(Emphasis supplied) It can be construed from the above-underlined phrase that any proposal to amend the by-laws should be indicated in the agenda. Your query is, therefore, answered in the negative. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman