RE : Iglesia Evangelica Unida De Cristo

November 11, 2003 SEC OPINION NO. 57-03 Mr. Benjamin D. Teodoro Suite 2109 Cityland 10, Tower I 6815 Ayala Ave.,Makati City RE : Iglesia Evangelica Unida De Cristo S i r : This refers to your letter requesting opinion whether your proposal to amend your Articles of Incorporation, particularly the provision reducing the age qualification of a director from 45 to 40 years of age, can be implemented and enforced without a Certification from the Commission. Section 48 of the Corporation Code, quoted hereunder, describes the mode and procedure for the amendment of by-laws. "SECTION 48. Amendments to by-laws . The board of directors or trustees, by a majority vote thereof; and the owners of at least a majority of the outstanding capital stock, or 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 and by-laws or adopt new by-laws. The owners of two-thirds (2/3) of the outstanding capital stock or two-thirds (2/3) of the members in a non-stock corporation may delegate to the board of directors or trustees to amend or repeal any by-laws or adopt new by-laws: Provided, That any power delegated to the board of directors or trustees to amend or repeal any by-laws or adopt new by-laws shall be considered as revoked whenever stockholders owning or representing a majority of the members in non-stock corporation, shall so vote at a regular or special meeting. ECTIHa Whenever any amendment or new by-laws are adopted, such amendment or new by-laws shall be attached to the original by-laws in the office of the corporation, and a copy thereof, duly certified under oath by the corporate secretary and a majority of the directors or trustees, shall be filed with the Securities and Exchange Commission, the same to be attached to the original articles of incorporation and original by-laws. The amended or new by-laws shall only be effective upon the issuance by the Securities and Exchange Commission of a certification that the same are not inconsistent with this Code." It is clear from the above position that approval by the SEC is necessary before any amendment to the by-laws can legally take effect. Therefore, no corporation can immediately implement any amendment in the by-laws approved by the corporation without the approval by the SEC. It is only upon the issuance by the SEC of a certification that the amendments are not inconsistent with the Corporation Code should the provisions of the amended by-laws be followed and observed. Relative to your second query, the same provision of law applies. CIAcSa Very truly yours, (SGD.) VERNETTE G. UMALI-PACO General Counsel