Re : Effectivity of Amendment in The By-laws

February 26, 2004 SEC OPINION NO. 10-04 Re : Effectivity of Amendment in The By-laws Atty. Aramis B. Aguilar Banaria, Banaria & Co.,CPAs 10 Scout Bayoran Street South Triangle, Quezon City Dear Atty. Aguilar, This is in reply to your letter requesting opinion regarding the applicability of an amendment in the by-laws of Veterans Senior Golfers Association, Inc.,relative to the term of office of its board of trustees. The amended provision is quoted below: "Section 1. Board of Trustees . The corporate powers of the Association shall be exercised, its business conducted and its property controlled by the Board of Trustees of nine (9) Trustees directly elected by the members at the annual meeting of the Association. The President of the Association shall be the presiding officer of the Board of Trustees. The elected members of the Board of Trustees shall hold office for a term of one (1) year, or until their successors are elected and qualified: Provided, that no trustee shall be elected to the Board of Trustees for not more than (3) consecutive terms. " (italics ours) The aforequoted amendment in the by-laws must be applied prospectively, not retroactively and should become effective only upon the issuance by the Securities and Exchange Commission of a certification that they are not inconsistent with the Code. 1 It is a general rule of substantially universal acceptance that a by-law will be given prospective and not retrospective construction and effect, unless the intent that it shall operate retroactively clearly and strongly appears, and the same rule applies to resolutions which may have the effect of by-laws; and it is not limited to by-laws originally adopted, but applies equally in the case of amendments. 2 Applying the aforequoted citations to the instant query, it can be safely said that the amended provision shall be applied only to those who will be elected after the effectivity of the said amended by-laws. We hope we have satisfied your query. Very truly yours, (SGD.) VERNETTE UMALI-PACO General Counsel Footnotes 1. De Leon, Corporation C od e of the Philippines, annotated, p. 386; SEC Opinion dtd. July 28, 1987, addressed to Mr. Orlando Paray. 2. SEC Opinion dtd. October 23, 1980, addressed to Mr. Mariano Godinez.