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Rural Bank of Luna (Isabela), Inc.

SEC Opinion • Securities and Exchange Commission • Opinions • Jun 28, 1984

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June 28, 1984 Rural Bank of Luna (Isabela),Inc. Marana, Luna, Isabela Attention : Mrs . Fernanda L . Soingco Gentlemen: In connection with your letter dated May 23, 1984 requesting for information on how to amend the articles of incorporation of the above-named corporation, please be advised that to legally effect amendments in the articles of incorporation, the procedure outlined in the Corporation Code must be complied with, to wit: "SECTION 16. Amendment of Articles of Incorporation . Unless otherwise prescribed by this Code or by special law, and for legitimate purposes, any provision or matter stated in the articles of incorporation may be amended by a majority vote of the board of directors or trustees and the vote or written assent of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock , without prejudice to the appraisal right of dissenting stockholders in accordance with the provisions of this Code, or the vote or written assent of two-thirds (2/3) of the members if it be a non-stock corporation. The original and amended articles together shall contain all provisions required by law to be set out in the articles of incorporation. Such articles, as amended, shall be indicated by underscoring the change or changes made and a copy thereof duly certified under oath by the corporate secretary and a majority of the directors or trustees stating the fact that said amendment or amendments have been duly approved by the required vote of the stockholders or members, shall be submitted to the Securities and Exchange Commission . The amendments shall take effect upon approval by the Securities and Exchange Commission or from the date of filing with the Commission if not acted upon within six (6) months from the date of filing for a cause not attributable to the corporation." (emphasis supplied) The Corporation Code further requires that the same shall be approved by the Central Bank of the Philippines being a banking institution. The law provides, thus: "No articles of incorporation or amendment to articles of incorporation of banks ,banking and quasi-banking institutions, building and loan associations, trust companies, public utilities, educational institutions and other corporations governed by special laws shall be accepted or approved by the Commission unless accompanied by a favorable recommendation of the appropriate government agency to the effect that such articles or amendment is in accordance with law." (Sec. 17, emphasis supplied) Please be advised accordingly. Very truly yours, (SGD.) CORAZON I. MORANDO Director Corporate and Legal Department

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