Re: Manner of Voting; Nature and Amendment of By-Laws

February 28, 2018SEC-OGC OPINION NO. 02-18RE: MANNER OF VOTING; NATURE AND AMENDMENT OF BY-LAWSCesar S. GalangLifetime MemberPhilippine Society of Mechanical EngineersManila (Host) ChapterRm. 407, 4th Floor, Don Lorenzo Bldg. No. 889P. Paredes St., Sampaloc, ManilaMr. Galang :This refers to your letter dated 26 December 2017 requesting the Commission's opinion regarding the compliance of officers and members of a SEC-registered professional organization with its Constitution and By-laws.In your letter, you seek guidance on the following questions:1. If the Constitution and By-laws of a certain SEC-registered professional organization does not include "on-line" election and the Board of Directors would like to implement one, do they need to amend the Constitution and By-laws first before implementing?2. If the Officers implemented the "on-line" election without the final approval of SEC in the amendment of their Constitution, will it be legal? What is the correct procedure approved by law after voting for an amendment in the Constitution until its official?3. If a referendum was conducted to amend the Constitution to include an on-line election in its provision, will the result...