Leonardo Calderon, et al. vs. Rodolfo Lamug, et al.

[SEC-SICD * CASE NO. 3589. April 30, 1990.] LEONARDO CALDERON, ET AL. , petitioners , vs . RODOLFO LAMUG, ET AL. , respondents . D E C I S I O N This is a petition for Nullification of the Rule on Suffrage Adopted by the Respondents. The petition alleged, among others, that petitioners are all dentists and members of Philippine Dental Association (PDA), a non-stock, non-profit corporation, duly registered and existing under Philippine Laws; that respondent Rodolfo Lamug, Chairman, and respondents Lamberto Manarang and Fernando Jongco are members who composed the Comelec of the Philippine Dental Association; that the Comelec of the Philippine Dental Association is the body empowered by the constitution of the association "to regulate and conduct elections of the association and receive and hear election protests", and the By-Laws specifies that it shall "conduct the elections of the officers of the association and House of Delegates"; that two days before May 18, 1989, the PDA's Comelec, with the affirmative vote of respondent Lamug, and of respondent Jongco, but with the dissenting vote of respondent Manarang, adopted the rule that only members who could present their Professional Regulation Commission (PRC, for brevity) identification cards, would be allowed to vote in the election for officers of the association on May 18, 1989; that objections from general membership and warnings as to its unconstitutionality and illegality did not defer the respondents as the PDA's Comelec from implementing and enforcing the same rule in the elections, so that all of petitioners, including the so many who were not then in possession of the PRC identification cards were deprived of the right to vote; that the same rule recklessly adopted and arbitrarily enforced by the respondents, collectively by the PDA's Comelec in the May 18, 1989 elections, is illegal, invalid and without any effect, considering that: 1) respondent Jongco's nomination by the President of the PDA to the Comelec of the Association had never been confirmed by the House of Delegates, respondent Jongco had no right nor authority to act as a member of the same Comelec, and the rule requiring the presentation of the PRC identification cards before any member may vote in the elections of May 18, 1989 had as a consequence, not been validly adopted by the same Comelec, since the valid vote, thereon was only one, in favor, and one against, 2) granting arguendo that the Comelec of PDA, composed of the respondents, had the requisite number to adopt the rule, the said rule was nevertheless unconstitutional, illegal and void, as the adoption thereof was, in effect an amendment of the constitution and the By-laws of the PDA, in so far as they relate to the right of suffrage of members, something not within the powers of the Comelec, 3) the power of the Comelec to regulate and conduct elections in the PDA does not certainly include the power and authority to define the rights of suffrage of members or to enfranchise or disenfranchise any member of the association not in accordance with the provisions of the Association's Constitution and By-laws, more particularly on the privileges of members, and the provisions of the By-laws on the elections of officers of the association by the General Assembly, by secret ballot with one member having one vote, 4) Comelec had illegally required a PRC identification card that out of almost 8,000 registrants in the annual convention, only about 1,300 were able to vote. Respondent Rodolfo Lamug's answer was adopted by respondent Fernando Jongco. It alleged, among others, that while it may be said that some members may have objected to the use of the PRC IDs, they did not formalize their objections when this matter of the Comelec requirement was taken up during the First Session of the House of Delegates of PDA on May 15, 1989; and by way of special and affirmative defenses allege that the confirmation of the appointment of respondent Jongco as member of the Comelec by the House of Delegates is not an essential requirement for his assumption of office and his discharge of the duties of a member of the Comelec, since his appointment was never disapproved, his appointment and assumption of office cannot be questioned; that the adoption of the rule requiring the use of PRC IDs did not violate any provision of PDA Constitution and By-laws, on the contrary, the rule was a reasonable and valid exercise of the Comelec's regulatory power because that was intended precisely to insure a clean, honest and orderly election; that the low turn-out of voting in the last election of PDA could not be attributed to the questioned rule prescribed by the Comelec but is attributable to other causes including the court injunction unjustifiably procured by some members to thwart the will of the members in choosing their officers; that the rule was adopted and enforced during the elections in 1979 when Jongco was then Chairman of the Comelec; that the rule adopted in due course without malice and was given necessary publicity for the information of the members; that the requirement was taken up during the meetings on April 27, 1989 and May 4, 1989, the candidates for election and/or their representatives were present and did not interpose any objection and that petitioner failed to exhaust administrative remedies provided for by the By-laws. prLL Respondent Lamberto Manarang's answer which practically admitted the substance of the allegations in the petition alleged, among others that there were objections to the implementation and enforcement of the rule that only members who could present their PRC IDs would be allowed to vote in the election of May 18, 1989 although he cannot say the extent thereof and clarified that he himself was against the rule, convinced that it would be unfair as there was no sufficient time to publicize it and duly inform the members of the association; that with regard to the appointment of respondent Jongco, he stated in connection therewith that he himself could not understand how the same co-respondent of his came to sit as member of the Comelec of PDA as he does not remember having seen any appointment of the said co-respondent of his to the Comelec of the PDA. The issues to be resolved in this case as stipulated by the parties during the preliminary conference are the following: 1. Whether or not the confirmation of respondent Jongco's appointment by the House of Delegates was necessary before he can discharge his duties as such as member of the Comelec. 2. Validity of the Rule requiring the presentation of the Professional Regulation Commission (PRC) card before a member can vote. Both the petitioner and respondents presented testimonial and documentary evidence and from the evidence adduced, this Hearing Officer arrived at the following conclusions: As regards the First Issue, the provisions of the By-laws pertinent thereto are quoted hereunder: ARTICLE III THE HOUSE OF DELEGATES xxx xxx xxx SECTION 1. The Powers and Functions of the House of Delegates . xxx xxx xxx b) to confirm appointments to the COMELEC." xxx xxx xxx ARTICLE VI ELECTIVE OFFICERS OF THE PDA xxx xxx xxx SECTION 7. Duties of the Officers . a) The President The president shall . . . (7) to recommend to the Board of Trustees the appointments of chairman and members of the COMELEC and their subsequent submission to the House for confirmation; . . . ." It is safe to conclude citing the abovequoted provisions of the By-Laws of the PDA that appointments of the members of the Comelec requires the confirmation of the House of Delegates. During the hearing, no evidence was presented that Fernando Jongco's appointment was confirmed by the House of Delegates. Fernando Jongco contended that as far as he is concerned, the appointment made by the President was enough for him to discharge his duties as member of the Comelec, although he did not deny the existence of the provisions in the By-laws requiring confirmation by the House of Delegates of his appointment. He presumed that the President has the right enough to confirm the appointment. Another respondent Mr. Rodolfo Lamug, in his testimony admitted that the appointment of Fernando Jongco was not confirmed. The provision of the By-laws are clear and need no further interpretation. To allow Dr. Fernando Jongco to act as member of the PDA Comelec without the necessary confirmation will run counter to the specific provisions of the By-laws of the PDA and therefore should not be countenanced. Provisions of the By-laws must be complied with since to do otherwise would run contrary to the basic tenet that the By-laws of a corporation is a rule for the government of the corporation and the stockholders or members in the conduct and management of its affairs. llcd It is well settled that the By-laws are the private laws of the corporation. They are in effect written into the charter and in this sense, they become part of the fundamental law of the corporation, and the corporation, its directors, officers and members are bound by and must comply with the same. (8 Fletcher Cyclopedia Corporations, pp. 750-751) As regards the Second Issue, the rule requiring the use of PRC identification cards before a member is allowed to vote was not validly adopted as only one of the three (3) member PDA Comelec is considered to have voted for the same citing the lack of authority of respondent Fernando Jongco to act as member and the opposition and/or dissenting vote of respondent Lamberto Manarang. The Chairman's vote alone, as a consequence could not have made a Comelec decision. Subject to an extended discussion hereunder, granting arguendo that the rule requiring the presentation of PRC identification cards was validly adopted, it is maintained that said rule is illegal and unconstitutional as this would in effect amend the By-laws by requiring an additional qualification for a member to entitle him to exercise his right to vote. The By-laws of the PDA simply provides that a member is entitled to one vote. By adopting and enforcing the rule, the Comelec in effect amended the Constitution and By-laws which the Comelec has no authority, not being in accordance with the By-laws. Article XV of the By-laws is quoted in part hereunder: ARTICLE XV AMENDMENTS AND REFERENDA SECTION 1. The By-laws of the constitution or any part thereof may be amended by two thirds (2/3) vote of the delegates present at a session of the House of Delegates. SECTION 2. Effectivity of the Resolution approved by the House of Delegates shall take effect upon ratification of the members of the association meeting at a general assembly, or thru postal referendum. LibLex xxx xxx xxx" WHEREFORE, judgment is hereby rendered declaring null and void: 1. The appointment of respondent Fernando Jongco for lack of the necessary confirmation as provided in the By-laws of the Philippine Dental Association; 2. The rule adopted by the Comelec requiring the presentation of the PRC identification cards before a member is allowed to vote. SO ORDERED. (SGD.) TRINIDAD L. DABBAY Hearing Officer