Edon T. Yap vs. North Greenhills Association, et al.

[SEC-SICD * CASE NO. 4088. December 23, 1992.] EDON T. YAP , petitioner , vs .NORTH GREENHILLS ASSOCIATION, ET AL. , respondents . D E C I S I O N Petitioner filed the present petition principally to declare as null and void and unenforceable certain amended provision of the By-Laws of respondent North Greenhills Association already being enforced and implemented by the latter even without the prior registration with and approval of this Commission, and further, to declare as null and void the election of respondents as members of its Board of Directors as well as the designation of its outgoing President as its Chairman, their aforesaid election/designation having been made in accordance with the aforesaid amendments but in contravention with the approved provisions of its by-laws. IHSTDE Countering the material allegations of the petition, respondents maintain the posture that notwithstanding their failure to obtain the approval of this Commission for the effectivity of the assailed amendments, still the same remains effective and binding upon its members including the petitioner Yap. We cannot find merit on this contention. Section 48 of the Corporation Code is very explicit when it provides that such amendments shall only be effective upon the issuance by this Commission of a certification that the same are not inconsistent with the said Code. There is nowhere on the records that would show that such certification, up to this date, has already been issued to respondent Association. Ergo, up to this time, the contested amendments remain unenforceable and ineffective as a finding by this Commission that the same are consistent with the provisions of the Code to be evidenced by its issuance of the correspondent certificate to that effect is a condition precedent for their effectivity. "Conditio praecedens adimplere debet prius quam sequator effectus" (A condition precedent must be fulfilled before the effect can follow). Consequently, any and all acts proceeding from the unapproved amendments having been done in contravention of the above-cited provision of the Corporation Code is void and can produce no legal effect whatsoever. A fortiori ,where, as in this case, the acts being assailed in the present proceeding clearly run counter to the existing approved provisions of the association's By-Laws. Respondents further maintain that since the assailed amendments have been followed by its members for more than eleven years now, covering eleven annual elections of eleven sets of officers and directors, and that since petitioner himself had participated in several past elections, the latter is already guilty of laches and estopped from questioning the same. Again, we find this contention to be without merit. It is a fundamental maxim in law that that which was void originally does not by lapse of time become valid. "Quod ab initio non valet in tractu temporis non convalescit." The Code has provided for the only means by which such amended provisions could become effective, and continued observance thereof cannot prevail to render effective that which the law has otherwise defines to be of no effect. WHEREFORE, premises considered, and finding petitioner to be entitled to the relief applied for, judgment is hereby rendered 1. Sustaining the invalidity and unenforceability of the unapproved amendments of the respondent association's By-Laws (Exhibit "F");and 2. Declaring as void any and all acts done by virtue thereof including the election of respondents Antonio B. Co, Pablo M. David, Lourdes L. Campos, Arsenio V. Santos, Jr. and Amaury R. Gutierrez as members of its Board of Directors, as well as the designation of respondent Jose Duran as Chairman of the Board said Directors. ITAaCc SO ORDERED. (SGD.) DEOGENES N. AGELLON Hearing Officer