Mr. Estelito N. Gamalinda
SEC Opinion • Securities and Exchange Commission • Opinions • Oct 7, 1983
Full text
October 7, 1983 Mr. Estelito N. Gamalinda Member, Quezon City Chamber of Commerce & Industry, Inc. 34 Pitimini St.,San Francisco del Monte, Quezon City Sir : This has reference to your letter dated August 27, 1983 requesting a ruling on when a specific provision in your association's new by-laws legally takes effect. LexLib Records show that the Quezon City Chamber of Commerce and Industry, Inc. is a non-stock corporation which was incorporated on February 9, 1960; that on October 8, 1979, a certificate of filing of original by-laws was issued; and that subsequently, or on April 7, 1983, this Commission issued a certificate for the filing of new by-laws which contains a provision, not contained in the original by-laws, in the following tenor: "SECTION 4. Resignation, Loss of right to Vote and Be Voted Upon, Forfeiture of membership: xxx xxx xxx A member who has paid his dues but has failed to attend 50% of the regular meetings of the Chamber in one administration year shall cease to be a member in good standing and shall lose his right to vote and be voted upon. xxx xxx xxx Your query is: when does the above provision take effect? According to you, this needs clarification because the period from June to December, 1983 may not be sufficient for the total dissemination of this particular provision to all its members which may result in the disenfranchisement of many. 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 ...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. ..." xxx xxx xxx The amended or new by-laws shall be effective upon the issuance by the Securities and Exchange Commission of a certification that the same are not inconsistent with this Code." (emphasis supplied) In view of the above, the provisions of your new by-laws became effective when the certificate was issued on April 7, 1983. Please be guided accordingly. Very truly yours, (SGD.) GONZALO T. SANTOS, JR. Associate Commissioner
Ask what this means for your situation
The assistant quotes the passage it relies on and links the source, so you can check every figure it gives you.