Dr. Benigno M. Sulit, Jr.

December 10, 1981 Dr. Benigno M. Sulit, Jr. House of Delegates Philippine Medical Association North Avenue, Quezon City Sir : This has reference to your letter dated October 5, 1981 inquiring about the effect of the New Corporation Code of the Philippines on the internal government/organization of the Philippine Medical Association, a non-stock corporation incorporated under Republic Act No. 3634, otherwise known as "An Act providing for the incorporation of professional, civic or other non-profit or non-stock organizations." The foregoing Act, which amended the Corporation Law (Act No. 1459), and inserted as Section 74-1/2 * thereof reads as follows: "SECTION 74-1/2 * . Any professional, civic or other non-profit or non-stock organization in existence for fifteen (15) years may upon written consent of 2/3 of the membership entitled to vote at a meeting called for the purpose, incorporate itself as non-stock or non-profit corporation ... xxx xxx xxx Such corporations shall be entitled to continue its internal government under the terms and conditions of its constitution and by-laws and to have all the privileges and obligations of the corporation established under this Act, except insofar as inconsistent with the provisions of the constitution and by-laws. It should be noted that Batas Pambansa Blg. 68, otherwise known as the Corporation Code of the Philippines repealed Act No. 1459 by virtue of Section 146 thereof which provides, to wit: "SECTION 146. Repealing Clause . Except as expressly provided by this Code, all laws or parts thereof inconsistent with any provision of this Code shall be deemed repealed." llcd Thus, the operation of your association is now governed by the Corporation Code of the Philippines, particularly, Title XI thereof (provisions relative to non-stock corporations). Section 148 of the Code provides: "SECTION 148. Applicability to existing corporations . All corporations lawfully existing and doing business in the Philippines on the date of the effectivity of this Code and heretofore authorized, licensed or registered by the Securities and Exchange Commission, shall be deemed to have been authorized, licensed or registered under the provisions of this Code , subject to the terms and conditions of its license, and shall be governed by the provisions thereof: Provided, that where any such corporation is affected by the new requirements of this Code, said corporation shall, unless herein provided, be given a period of not more than two (2) years from the effectivity of this Code within which to comply with the same." LibLex Under the provisions of the Corporation Code, non-stock corporations have more flexibility in their operations. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner * Copied verbatim from documents obtained directly from the Securities and Exchange Commission .