Mr. Leonides S. Respicio

October 14, 1992 Mr. Leonides S. Respicio Respicio, Cabeza & Associate Law Office Suite 1 Penthouse, Agustin I Bldg., Emerald Avenue, Pasig S i r : This refers to your letter of October 1, 1992 inquiring whether the Board of Directors of Real Estate Brokers Association of the Philippines, Inc. has the authority to increase the annual membership dues taking into consideration the following provisions of the by-laws of said Corporation. "ARTICLE VIII. Dues and Finance SECTION 1 . Dues : The annual membership dues of regular members shall be fixed and determined by the Board of Directors and must be paid in accordance with the following schedule: 1st Payment on or before March 31 2nd Payment on or before September 30 Any member who fails to pay the annual membership dues on the deadline for payment shall be disqualified from exercising his right to vote and be voted upon in an election. SECTION 2 . Dues of other classes of members : 2.A Regular members shall contribute an annual membership due of four hundred (P400.00) pesos to the national association, which amount shall be remitted by the local chapter treasurer to the national treasurer as provided for in this by-laws. 2.B Affiliate members must pay an entrance fee of five hundred (P500.00) pesos and an annual membership due of two thousand (P2,000.00) pesos. 2.C Associate members must pay an annual membership due of three hundred (P300.00) pesos. 2.D Life members as defined in this by-laws may donate to the association. However, the Board of Directors shall also fix and determine the annual membership dues and assessments of all classes of member ." (Emphasis supplied) By-laws should be construed and given effect in the same manner and upon the same principle as statutes. As a general rule, conflict in the provisions thereof should be avoided by endeavoring to harmonize and reconcile every part so that each shall be effective. The rule is, when dues are expressly fixed in the by-laws, the same cannot be changed without amending the by-laws in accordance with the Corporation Code. In the present case, however, while the dues of the different classes of members are expressly fixed in the by-laws, the Board of Directors, under the above-underlined by-law provision, is also authorized to determine the annual membership dues. Said provision anticipates a need for adjustments in the present annual dues which, later on, may be considered inadequate to finance the operation of the association, and especially where it is so hard to obtain the required quorum prescribed by law to amend the provisions of the by-laws. Accordingly, since under the by-laws of the corporation the Board is also authorized to fix and determine the annual membership dues, it may change or increase the same, provided the increase is reasonable. In the absence of a Board Resolution, the amount fixed in the by-laws should be followed. llcd Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman