Galang v. MPSTA

[SEC-SICD * CASE NO. 02-94-4692. October 5, 1994.] LUZVIMINDA V. GALANG , petitioner , vs .MPSTA, represented by its President, Victorio Alvarado and the Election Commission (ELECOM) thru its Chairman, Angelica V. Rodriguez , respondents . D E C I S I O N Submitted for decision is the aforecaptioned case, which seeks, among other reliefs, for the enforcement and implementation of the amended by-laws of the Manila Public School Teachers Association, Inc. (MPSTA). LLpr On June 9, 1994, after evidence was adduced by both parties herein for and against the issuance of the provincial relief prayed for, the Undersigned Hearing Officer granted and subsequently issued the writ of preliminary injunction. The facts, which are insofar material hereto, are hereby reproduced. Sometime in January 1994, petitioner herein received a photocopy of the transitory provisions of the by-laws of the MPSTA. The petitioner herein testified that she had personal knowledge that the aforesaid transitory provisions of the 1993 amended by laws have not yet been certified to nor approved by this Commission. The petitioner therefore contends that by-laws, which was approved in 1977 should prevail and be followed for the purpose of conducting any membership meeting of the MPSTA. Respondents maintain the position that although the 1993 by-laws was not expressly approved by this Commission, the same is valid, binding and enforceable for not being contrary to law, morals and public policy. Respondents further maintain, inter-alia, that the by laws in question is already impliedly approved for the Commission's failure to act upon the same within the course of six (6) months, citing Section 16 of the Corporation Code and that while said section refers to amendments to the articles of incorporation, it should also be applied by analogy to amendments insofar as a corporation's by-laws are concerned. Furthermore, respondents are of the position that petitioner is estopped to question the effectivity of the 1993 amended by-laws' as petitioner has already complied with the payments of the annual membership fees, or rather the increase thereof, even before the said by-laws was approved by this Commission. In receiving the foregoing issue, Section 48 of the Corporation Code is very explicit on the matter, to wit: xxx xxx xxx 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 a reading of the above section that no distinction, qualification or exception is mentioned. There is, therefore, no room for interpretation in this regard. Therefore a corporation cannot immediately implement the amended or new by-laws without the certification or approval of the Commission (p. 402, De Leon, The Corporation C od e of the Philippines). On this score, the respondents herein have no other choice but comply with the foregoing provision. Also in this regard, the respondents theory of estoppel will not hold water, as the above provision is mandatory. cdll It should also be noted that in the 1993 amended by-laws of the MPSTA, there is a provision which states the following: "SECTION 1 ARTICLE IV. The amended by-laws shall take effect upon the approval by the Securities and Exchange Commission pursuant to the provisions of the Corporation Code." It appears that from a reading of the foregoing that the MPSTA itself has imposed limitations as to the effectivity its own by-laws. Conformably, the law is, therefore clear and explicit that in order to legally effect the amendments of a by-laws of the corporation, the same must be in accordance with Section 48 of the Corporation Code. WHEREFORE, in the light of the foregoing premises, JUDGMENT is hereby rendered. 1) Declaring the amendments to the 1993 amended by-laws as not approved, and therefore not effective; 2) Ordering the respondents herein to conduct an election within forty five (45) days from receipt hereof, which shall be in accordance with the recently approved by-laws of the MPSTA. No costs. LexLib SO ORDERED. (SGD.) EDUARDO P. BAROT Hearing Officer