University of the Philippines

October 5, 1984 University of the Philippines Medical Alumni Society, Inc. U.P. College of Medicine 547 Pedro Gil, Ermita Manila Attention : Jose R . Relacion, M . D . President, UPMAS '84 Sir : This has reference to your letter dated September 24, 1984, requesting the opinion of this Commission on the query posed therein. Article XIII of the Constitution and By-laws of that association provides, thus: "Amendments. SECTION 1. Amendments to this by-laws may be made upon the approval either by personal presence or by referendum of at least a majority of the active members." By-laws are the private laws of the corporation, such self-imposed private laws have, when valid, substantially the same force and effect as laws of the corporation as have the provisions of its charter insofar as the corporation and the persons within it are concerned (8 Fletcher, Cyc. Corp.,sec. 4197).They are in effect written into the charter and in the sense, they become part of the fundamental law of the corporation. (Ibid.).A corporation may adopt other rules and regulations for its government chief of which is the so-called constitution. The word "constitution" is sometimes used with reference to corporations in its true sense, that is descriptive of the fundamental or supreme laws of the corporation, or as a synonym or equivalent for charter. More frequently, however, the constitution of a corporation particularly one of a fraternal or mutual benefit charter, is considered nothing more than a by-law or by-laws under an inappropriate name. A so-called "constitution" adopted by a fraternal benefit corporation is of no higher dignity than by-laws adopted by it, both are creations of the corporation and have, in large measure, a common purpose and common object, to wit, to regulate and govern in its internal affairs. (Fletcher, supra.,sec. 4167, citing Dornes v. Supreme Lodge Knights of Pythios, 75 Miss. 466, 23 So. 191). In this connection, your attention is invited to the fact that the set of rules and regulations for the internal regulations of that Society which was submitted to this Commission for filing is entitled "Constitution and By-Laws",wherein Article XIII thereof as herein before quoted provides for the manner of its amendment. However, when the Corporation Code of the Philippines took effect on May 1, 1980, Section 48 thereof provided for a new manner of amending the by-laws of the Corporations, the pertinent provision of which is quoted hereunder: "The Board of Directors or Trustees, by a majority vote thereof, and ...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. ...." Furthermore, Section 148 of the new Code provides that existing corporations affected by the new requirement of the Code are given a period of two (2) years from its effectivity (May 1, 1980), within which to comply with the same. The U.P. Medical Alumni Society, Inc. which was affected by the above provision of the new Corporation Code did not comply with Section 148 thereof within two (2) years from May 1, 1980 by amending its by-laws regarding amendments. Thus, the provisions of Section 48 of the Corporation Code to the effect that amendments to the by-laws may be made "by a majority vote of the Board of Directors and by a majority of its members" shall be considered written into their by-laws. In view thereof, amendments to your by-laws may be done only in the manner above-stated. Hence the answer to your query is in the negative. Please be advised accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman