Republic
of the
Supreme
Court
|
GABRIEL
C. SINGsON, ANDRE NAVATO, EDGARDO P. ZIALCITA, ARACELI E. VILLANUEVA, TYRONE
M. REYES, JOSE CLEMENTE, JR., FEDERICO PASCUAL, ALEJANDRA C. CLEMENTE, ALBERT
P. FENIX, JR., and MELPIN A. GONZAGA, Petitioners, -versus- COMMISSION ON AUDIT, Respondent.
|
G.R.
No. 159355 Present: CARPIO, CARPIO
MORALES, VELASCO, JR.,* NACHURA, LEONARDO-DE CASTRO, BRION,** PERALTA, BERSAMIN, ABAD, VILLARAMA, JR., PEREZ, and MENDOZA, JJ. Promulgated: August 9, 2010 |
x-----------------------------------------------------------------------------------------x
PERALTA, J.:
Before
the Court is a petition for certiorari seeking to set aside Decision No.
2002-081,[1] dated
April 23, 2002, of the Commission on Audit (COA), which affirmed the Decision No. 2000-008,[2] dated
June 1, 2000, and the Resolution in CAO I Decision No. 2000-012,[3] dated
August 11, 2000, of the Corporate Audit Office I, and the COA Resolution No. 2003-115,[4] dated
July 31, 2003, which denied petitioners’ motion for reconsideration thereof and
upheld the disallowance of petitioners’ Representation and Transportation
Allowance (RATA) in the total amount of P1,565,000.00 under Notice of
Disallowance No. 99-001-101 (96-96) dated June 7, 1999.
The
antecedents are as follows:
The Philippine International
Convention Center, Inc. (PICCI) is a government corporation whose sole
stockholder is the Bangko Sentral ng Pilipinas (BSP). Petitioner Araceli E. Villanueva was then a member
of the PICCI Board of Directors and Officer-in-Charge (OIC) of PICCI, while co-petitioners
Gabriel C. Singson, Andre Navato, Edgardo P. Zialcita, and Melpin A. Gonzaga,
Alejandra C. Clemente, Jose Clemente, Jr., Federico Pascual, Albert P. Fenix,
Jr., and Tyrone M. Reyes were then members of the PICCI Board of Directors and
officials of the BSP. By virtue of the
PICCI By-Laws, petitioners were authorized to receive P1,000.00 per
diem each for every meeting attended.
Pursuant to its Monetary Board (MB) Resolution No. 15[5] dated
P1,500.00, to each of the petitioners, as members
of the Board of Directors of PICCI. Consequently,
from January 1996 to December 1998, petitioners received their corresponding RATA
in the total amount of P1,565,000.00.
On June 7, 1999, then PICCI Corporate
Auditor Adelaida A. Aldovino issued Notice of Disallowance No. 99-001-101 (96-98),[6] addressed
to petitioner Araceli E. Villanueva (through then OIC Susan M. Galang of the
Accounting Division of PICCI), disallowing in audit the payment of petitioners’
RATA in the total amount of P1,565,000.00,[7] and
directing them to settle immediately the said disallowances, due to the following
reasons: (a) As to petitioner Araceli E. Villanueva, there
was double payment of RATA to her as member of the PICCI Board and as OIC of
PICCI, which was in violation of Section 8, Article IX-B of the 1987
Constitution and, moreover, Compensation Policy Guideline No. 6 provides that
an official already granted commutable RATA and designated by competent
authority to perform duties in concurrent capacity as OIC of another position
whether or not in the same agency and entitled to similar benefits, shall not
be granted said similar benefits, except where said similar allowances are
higher in rates than those of his regular position, in which case he may be
allowed to collect the difference thereof; and (b) As to petitioners Gabriel Singson, Andre
Navato, Edgardo Zialcita, Melpin Gonzaga, Alejandra Clemente, Jose Clemente,
Jr., Federico Pascual, Albert P. Fenix, Jr., and Tyrone M. Reyes, there was double
payment of RATA to them as members of the PICCI Board and as officers of BSP, which
was in violation of Section 8, Article IX-B of the 1987 Constitution and PICCI
By-laws and, further, the contemplation of the constitutional provisions which authorized
double compensation is construed to mean statutes passed by the national legislative
body and does not include resolutions passed by governing boards, i.e.,
Section 229 of the Government Accounting and Auditing Manual.
In a letter[8]
dated September 27, 1999, petitioners, through Board Member and OIC of PICCI Araceli
E. Villanueva, sought reconsideration of the Notice of Disallowance No. 99-001-01
(96-98) dated June 7, 1999.
In a letter[9]
dated
On P1,500.00 to petitioners violated the PICCI By-Laws. Director Sunico also explained that although MB
Resolution No. 15, dated
On P1,565,000.00.
On petition for review by
petitioners, the COA rendered the assailed COA Decision No. 2002-081 dated P1,500.00 RATA from the BSP for every
meeting they attended as members of the PICCI Board of Directors was not valid.
In
COA Decision No. 2003-115, dated P1,565,000.00.
Hence, this present petition for certiorari
raising the following grounds:
I.
THE RESPONDENT COA COMMITTED GRAVE ABUSE OF DISCRETION IN FINDING THAT THE PETITIONERS VIOLATED ITS BY-LAWS WHEN SECTION 30 OF THE CORPORATION CODE AUTHORIZES THE STOCKHOLDERS TO GRANT COMPENSATION TO ITS DIRECTORS.
II.
THE RESPONDENT COA COMMITTED GRAVE ABUSE OF DISCRETION IN FINDING THAT THE PAYMENT OF RATA TO BSP OFFICIALS WHO ARE MEMBERS OF THE PICCI BOARD VIOLATED ITEM NO. 4 OF NATIONAL COMPENSATION CIRCULAR (NCC) NO. 67 DATED JANUARY [1], 1992 ISSUED BY THE DEPARTMENT OF BUDGET AND MANAGEMENT (DBM) AS SAID NCC SPECIFICALLY APPLIES ONLY TO “NATIONAL GOVERNMENT OFFICIALS AND EMPLOYEES.”
III.
THE RESPONDENT COA COMMITTED GRAVE ABUSE OF DISCRETION IN DIRECTING THE AUDITOR TO ENFORCE REFUND OF THE PAYMENTS TO THE PETITIONERS [WHO ARE] DIRECTORS AS THE PETITIONERS ENJOY THE PRESUMPTION OF GOOD FAITH AND ARE CONVINCED THAT THEY ARE LEGALLY ENTITLED THERETO IN THE LIGHT OF THE SUPREME COURT DECISION IN ASSOCIATION OF DEDICATED EMPLOYEES OF THE PHILIPPINE TOURISM AUTHORITY (ADEPT) VS. COA, 295 SCRA 366.[13]
Petitioners contend that since PICCI
was incorporated with the Securities and Exchange Commission (SEC) (SEC
Regulation No. 68840) and has no original charter, it should be governed by
Section 30 of the Corporation Code.
According to petitioners, their receipt of RATA as directors of PICCI
was sanctioned by PICCI’s sole stockholder, BSP (through its own governing
body, the Monetary Board), per MB Resolution No. 15 dated January 5, 1994, as
amended by MB Resolution No. 34 dated
Respondent counters that said
provision does not apply to petitioners as Section 8 of the PICCI By-laws provides
that the compensation of the members of the PICCI Board of Directors shall be given
only through per diems.
Section 30 of the Corporation Code,
which authorizes the stockholders to grant compensation to its directors, states:
Sec.
30. Compensation of Directors. – In the absence of any provision in the
by-laws fixing their compensation, the directors shall not receive any
compensation, as such directors, except for reasonable per diems; Provided, however, that any such
compensation (other than per diems) may be granted to directors by the
vote of the stockholders representing at least a majority of the outstanding
capital stock at a regular or special stockholders’ meeting. In no case shall the total yearly compensation
of directors, as such directors, exceed ten (10%) percent of the net income
before income tax of the corporation during the preceding year.
In construing the said provision, it bears
stressing that the directors of a corporation shall not receive any
compensation for being members of the board of directors, except for reasonable
per diems. The two instances
where the directors are to be entitled to compensation shall be when it is fixed
by the corporation’s by-laws or when the stockholders, representing at least a
majority of the outstanding capital stock, vote to grant the same at a regular
or special stockholder’s meeting, subject to the qualification that, in any of
the two situations, the total yearly compensation of directors, as such
directors, shall in no case exceed ten (10%) percent of the net income before
income tax of the corporation during the preceding year.
Section 8 of the Amended By-Laws of PICCI,[14]
in consonance with Section 30 of the Corporation Code, restricted the scope of
petitioners’ compensation by fixing their per diem at P1,000.00:
Sec.
8. Compensation. Directors,
as such, shall not receive any salary for their services but shall receive a per diem of one thousand pesos (P1,000.00)
per meeting actually attended; Provided, that the Board of
Directors at a regular and special meeting may increase and decrease, as
circumstances shall warrant, such per diems to be received. Nothing herein contained shall be construed
to preclude any director from serving the Corporation in any capacity and
receiving compensation therefor.[15]
The nomenclature for the compensation
of the directors used herein is per diems,
and not salary or any other words of similar import. Thus, petitioners are allowed to receive only
per diems of P1,000.00 for every meeting that they actually
attended. However, the Board of
Directors may increase or decrease the amount of per diems, when the
prevailing circumstances shall warrant.
No other
compensation may be given to them, except only when they serve the corporation
in another capacity.
Petitioners
justify their entitlement to P1,500.00 RATA from the PICCI, on the
theory that:
[T]he purpose in issuing NCC No. 67 is to ensure uniformity and consistency of actions on claims for RATA which is granted by law to national government officials and employees to cover expenses incurred in the discharge or performance of their duties and responsibilities. Moreover, Item 2 of NCC 67 enumerated the national government officials and employees that are covered by the Circular, to wit:
[1] Those whose positions are listed under Service Code 18 of the Index of Occupational Services issued by the Department of Budget and Management (DBM), pursuant to NCC No. 57, except for the positions of the President, Vice-President, Lupon Member and Lupon Chairman and positions under the Local Executives Group;
[2] Those whose positions are identified as chiefs of division in the Personal Services Itemization;
[3] Those whose positions are determined by the DBM to be of equivalent rank with the officials and employees enumerated under Section 2.1 and 2.2 hereof x x x; and
[4] Those who are duly designated by competent authority to perform the full-time duties and responsibilities, whether or not in concurrent capacity, as Officers-in-Charge for one (1) final calendar month or more of the positions enumerated in Sections 2.1, 2.2 and 2.3 hereof.
The PICCI is not an originally
chartered corporation, but a subsidiary corporation of BSP organized in accordance
with the Corporation Code of the
Even the BSP, which is the sole stockholder of PICCI, is not covered by NCC No. 67, not only for the same reasons stated above but for the reason that it enjoys fiscal and administrative autonomy, which is defined as the “guarantee of full flexibility to allocate and utilize their resources with the wisdom and dispatch that their needs require” (Bengzon v. Drilon, 208 SCRA 133).[16]
Respondent maintains that
petitioners’ receipt of RATA from PICCI, in addition to their per diem of
P1,000 per meeting, and another RATA from BSP, violates the rule against
double compensation; that as former officers of the BSP, petitioners Gabriel P.
Singson, Araceli E. Villanueva, Andre Navato, Edgardo P. Zialcita, and Melpin
A. Gonzaga were also receiving RATA from the BSP, in addition to the RATA
granted to them as PICCI Directors; that there is double payment of RATA, since
petitioners’ membership in the PICCI Board is a mere adjunct of their positions
as BSP officials; that double compensation refers to two sets of compensations
for two different offices held concurrently by one officer; and that while
there is no general prohibition against holding two offices which are not
incompatible, when an officer accepts a second office, he can draw the salary
attached to such second office only when he is specifically authorized by law
which does not exist in the present case.
In her letter, dated October 14,
1999, to petitioner Araceli E. Villanueva, Corporate Auditor Adelaida A.
Aldovino reiterated her decision disallowing disbursements for RATA of PICCI
directors for the reasons set forth in Notice of Disallowance No. 99-001-101
(96-98). Thus,
Moreover, while the directors are not strictly speaking Officers-in-Charge, but because they are doing duties in concurrent capacities and are already receiving RATA from their principal office, Budget Compensation Policy Guideline No. 6, dated September 1, 1982, is applicable.
No. 3.0 of the guideline provides:
3.1 An Official/employee already entitled/granted commutable transportation/representation allowances and designated by competent authority to perform duties and responsibilities in concurrent capacity as Officer-in-Charge of another position(s), whether CES or non-CES, whether or not in the same ministry/bureau/office or agency and entitled to similar benefits/allowances, whether commutable or reimbursable, except where similar allowances are higher in rates than those of his regular position, in which case he may be allowed to collect the difference thereof, provided the period of his temporary stewardship is not less than one month on a reimbursable basis.
In view of the foregoing, we are reiterating our decision disallowing disbursement for RATA of PICCI directors for reasons stated in our Notice of Disallowance No. 99-001-01 (96-98).
Further, please be reminded that disallowance not appealed within six (6) months as prescribed under Section 48, 50 and 51 of PD 1445 shall become final and executory.[17]
In COA Decision No. 2002-081 dated
April 23, 2002, respondent concluded that the payment of RATA to petitioners
violated Item No. 4 of National Compensation Circular (NCC) No. 67, dated
January 1, 1992, issued by the DBM, as the petitioners were already drawing RATA
from their mother agencies and, hence, their receipt of RATA from PICCI was without
legal basis and constituted double compensation of RATA which is prohibited
under the Constitution. It also
explained that under the By-Laws of PICCI, the compensation of its directors
should be in the form of per diem and not RATA, and as the By-Laws have
the same force and effect of law as the corporate charter, its directors and
officers are under obligation to comply therewith.
Section 8, Article IX-B of the
Constitution provides that no elective or appointive public officer or employee
shall receive additional, double or indirect compensation, unless specifically
authorized by law, nor accept without the consent of the Congress, any present
emolument, office or title of any kind from any foreign government. Pensions and gratuities shall not be
considered as additional, double or indirect compensation.
This provision, however, does not
apply to the present case as there was no double compensation of RATA to the
petitioners.
In Leynes v. Commission on Audit,[18]
the Court clarified that what National
Compensation Circular (NCC) No. 67 seeks to prevent is the dual collection of
RATA by a national official from the budgets of “more than one national
agency.” In the said case, the
interpretation was that NCC No. 67 cannot be construed as nullifying the power
of therein local government units to grant allowances to judges under the Local
Government Code of 1991. Further, NCC
No. 67 applies only to the national funds administered by the DBM, not the
local funds of the local government units.
Thus,
The pertinent provisions of NCC No. 67 read:
3. Rules and Regulations:
3.1.1 Payment
of RATA, whether commutable or reimbursable, shall be in accordance with the
rates prescribed for each of the following officials and employees and those of
equivalent ranks, and the conditions enumerated under the pertinent sections of
the General Provisions of the annual General Appropriations Act (GAA):
x x x x x x x
x x
4. Funding Source:
In all cases, commutable and
reimbursable RATA shall be paid from the amount appropriated for the purpose
and other personal services savings of the agency or project from where the
officials and employees covered under this Circular draw their salaries. No one shall be allowed to collect RATA from
more than one source. (Italics ours)
In construing NCC No. 67, we
apply the principle in statutory construction that force and effect should not
be narrowly given to isolated and disjoined clauses of the law but to its
spirit, broadly taking all its provisions together in one rational view. Because a statute is enacted as a whole and
not in parts or sections, that is, one part is as important as the others, the
statute should be construed and given effect as a whole. A provision or section which is unclear by
itself may be clarified by reading and construing it in relation to the whole
statute.
Taking NCC No. 67 as a whole
then, what it seeks to prevent is the dual collection of RATA by a national
official from the budgets of “more than one national agency.” We emphasize that the other source
referred to in the prohibition is another national agency. This can be gleaned from the fact that the
sentence “no one shall be allowed to collect RATA from more than one source”
(the controversial prohibition) immediately follows the sentence that RATA
shall be paid from the budget of the national agency where the concerned
national officials and employees draw their salaries. The fact that the other source is another
national agency is supported by RA 7645 (the GAA of 1993) invoked by respondent
COA itself and, in fact, by all subsequent GAAs for that matter, because the
GAAs all essentially provide that (1) the RATA of national officials shall be
payable from the budgets of their respective national agencies and (2) those
officials on detail with other national agencies shall be paid their RATA only
from the budget of their parent national agency:
x
x x x x x x x x x x x
Clearly therefore, the
prohibition in NCC No. 67 is only against the dual or multiple collection of
RATA by a national official from the budgets of two or more national
agencies. Stated otherwise, when a
national official is on detail with another national agency, he should get his
RATA only from his parent national agency and not from the other national
agency he is detailed to.[19]
(Italics supplied.)
Moreover, Section 6 of Republic Act
No. 7653 (The New Central Bank Act) defines that the powers and functions of
the BSP shall be exercised by the BSP Monetary Board, which is composed of
seven (7) members appointed by the President of the Philippines for a term of
six (6) years. MB Resolution No. 15,[20]
dated P1,500.00,
as members of the Board of Directors of PICCI.
The RATA is distinct from salary (as a form of compensation). Unlike salary which is paid for services
rendered, the RATA is a form of allowance intended to defray expenses deemed
unavoidable in the discharge of office.
Hence, the RATA is paid only to certain officials who, by the nature of
their offices, incur representation and transportation expenses.[21] Indeed, aside from the RATA that they have
been receiving from the BSP, the grant of P1,500.00 RATA to each of the
petitioners for every board meeting they attended, in their capacity as members
of the Board of Directors of PICCI, in addition to their P1,000.00 per
diem, does not run afoul the constitutional proscription against double
compensation.
Petitioners invoke the ruling of ADEPT v. COA[22] whereby the Court took into consideration the good faith of therein
petitioners and, thus, allowed them to retain the incentive benefits they had
received for the year 1992.
Respondent
points out that the records of the case do not support petitioners’ claim of
good faith, because they themselves
were the authors of the By-Laws of PICCI which prohibit the receipt of
compensation other than per diems and, therefore, should have been
conversant with the constitutional prohibition on double compensation.
The Court
upholds the findings of respondent that petitioners’ right to compensation as members
of the PICCI Board of Directors is limited only to per diem of P1,000.00 for every meeting attended, by virtue of the
PICCI By-Laws. In the same vein, we also clarify that there
has been no double compensation despite the fact that, apart from the RATA
they have been receiving from the BSP, petitioners have been granted the RATA
of P1,500.00 for every board meeting they attended, in their capacity as
members of the Board of Directors of PICCI, pursuant to MB Resolution No. 15[23]
dated January 5, 1994, as amended by MB Resolution No. 34 dated January 12,
1994, of the Bangko Sentral ng Pilipinas. In this regard, we take into consideration
the good faith of petitioners.
The ruling
in Blaquera, to which the cited case of ADEPT v. COA was consolidated with, is applicable to the present
case as petitioners acted in good faith.
The disposition in De Jesus
v. Commission on Audit,[24]
which cited Blaquera, is instructive:
Nevertheless, our pronouncement
in Blaquera v. Alcala[25] supports petitioners’ position
on the refund of the benefits they received. In Blaquera, the officials
and employees of several government departments and agencies were paid
incentive benefits which the COA disallowed on the ground that Administrative
Order No. 29 dated
Considering, however, that all
the parties here acted in good faith, we cannot countenance the refund of
subject incentive benefits for the year 1992, which amounts the petitioners
have already received. Indeed, no indicia of bad faith can be detected
under the attendant facts and circumstances. The officials and chiefs of
offices concerned disbursed such incentive benefits in the honest belief that
the amounts given were due to the recipients and the latter accepted the same
with gratitude, confident that they richly deserve such benefits.
This ruling in Blaquera applies
to the instant case. Petitioners here received the additional allowances and
bonuses in good faith under the honest belief that LWUA Board Resolution No.
313 authorized such payment. At the time petitioners received the additional
allowances and bonuses, the Court had not yet decided Baybay Water District
[v. Commission on Audit].[26] Petitioners had no knowledge that such
payment was without legal basis. Thus, being in good faith, petitioners need
not refund the allowances and bonuses they received but disallowed by the COA.[27]
In
subsequent cases,[28]
the Court took into account the good faith of the recipients of the allowances,
bonuses, and other benefits disallowed by respondent and ruled that they need
not refund the same.
As
petitioners believed in good faith that they are entitled to the RATA of P1,500.00 for every
board meeting they attended, in their capacity as members of the Board of
Directors of PICCI, pursuant to MB Resolution No. 15[29]
dated January 5, 1994, as amended by MB Resolution No. 34 dated January 12,
1994, of the BSP, the Court sees no need for them to refund their RATA
respectively, in the total amount of P1,565,000.00, covering the period
from 1996-1998.
WHEREFORE, the petition is DISMISSED. Decision No. 2002-081, dated April 23, 2002,
of the Commission on Audit and its Resolution No. 2003-115, dated July 31, 2003,
which denied petitioners’ motion for reconsideration thereof and upheld the
disallowance of petitioners’ Representation and Transportation Allowance (RATA)
in the total amount of P1,565,000.00 under Notice of Disallowance No.
99-001-101 (96-96) dated June 7, 1999, are AFFIRMED WITH MODIFICATION. Petitioners need not refund the
Representation and Transportation Allowance (RATA) they received pursuant to Monetary
Board Resolution No. 15[30]
dated January 5, 1994, as amended by Monetary Board Resolution No. 34 dated
January 12, 1994, of the Bangko Sentral ng Pilipinas granting each of
them an additional monthly RATA of P1,500.00, for every meeting
attended, in their capacity as members of the Board of Directors of Philippine
International Convention Center, Inc. (PICCI), or in the total amount of P1,565,000.00,
covering the period from 1996-1998.
SO ORDERED.
DIOSDADO M. PERALTA
Associate Justice
WE CONCUR:
RENATO C. CORONA
Chief Justice
|
|
|
ANTONIO T. CARPIO Associate Justice |
CONCHITA CARPIO MORALES Associate Justice |
|
On official
leave PRESBITERO J. VELASCO, JR. Associate Justice |
ANTONIO EDUARDO B. NACHURA Associate
Justice |
|
TERESITA J. LEONARDO-DE CASTRO Associate
Justice |
On leave ARTURO D. BRION Associate
Justice |
|
LUCAS P. BERSAMIN Associate
Justice |
MARIANO C. Associate
Justice |
|
ROBERTO A. ABAD Associate
Justice |
MARTIN S. VILLARAMA, JR. Associate
Justice |
|
JOSE Associate
Justice |
JOSE
CATRAL Associate
Justice |
CERTIFICATION
Pursuant to Section 13, Article VIII of the Constitution, I certify
that the conclusions in the above Decision were reached in consultation before
the case was assigned to the writer of the opinion of the Court.
RENATO
C. CORONA
Chief Justice
* On official leave.
** On leave.
[1] Entitled Re: Petition for Review of Mr. Gabriel C. Singson, et al. of CAO I
Decision No. 2000-008 dated June 1, 2000, Affirming the Disallowance of the
Representation and Transportation Allowance (RATA) under Notice of Disallowance
No. 99-001-101 (96-98) dated June 7,
1999 in the Amount of P1,565,000.00; the signatories were
Chairman Guillermo N. Carague (abstain) and Commissioners Raul C. Flores and
Emmanuel M. Dalman; rollo, pp. 24-28.
[2] Entitled Re: Lifting of the Disallowance on the Payments of Representation and Travel [should be Transportation] Allowance to the Members of the Board of Directors of PICCI; per Director Crescencio S. Sunico, Corporate Audit Officer I; id. at 74-76.
[3] Entitled Motion for
Reconsideration from CAO I Decision No. 2000-008 Affirming the Disallowance on
the Payments of Representation and Travel [should be Transportation] Allowance
to the Members of the Board of Directors of PICCI; per Director Crescencio
S. Sunico; id. at 80.
[4] Entitled Motion of Ms. Araceli Villanueva, General Manager, Philippine International Convention Center, Inc. (PICCI), Manila, et al. for Reconsideration of COA Decision No. 2002-081 dated April 23, 2002; the signatories were Chairman Guillermo N. Carague and Commissioners Raul C. Flores and Emmanuel M. Dalman; id. at 29-32.
[5] Rollo, p. 72.
[6]
[7] Id. at
50-57; per audit by Corporate Auditor Adelaida A. Aldovino of the disbursement
transactions on a selective basis for the period 1996-1998, the following amounts
received by the petitioners have been disallowed in audit: A. E. Villanueva (P165,000.00), G. C.
Singson (P165,000.00), Andre Navato (P120,000.00), E. Zialcita (P165,000.00),
M. Gonzaga (P165,000.00), A. Clemente (P60,000.00), J. Clemente,
Jr. (P65,000.00), F. Pascual (P105,000.00), A. P. Fenix, Jr. (P50,000.00),
and T. Reyes (P157,500.00).
[8] Rollo, pp. 58-60.
[9]
[10]
[11]
[12] Sec. 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 a 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 any 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 the power 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 outstanding capital stock or a majority of the members in non-stock corporations, shall so vote at a regular or special meeting.
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. (22a and
23a).
[13] Rollo, pp. 12-13.
[14] Per S.E.C. Registration No. 68840, the amendment to Section 8, Article III of the PICCI By-Laws was approved by the PICCI Board at a regular meeting held on February 22, 1994, and the Amendment to the By-Laws of the PICCI was signed on March 29, 1994 by Chairman Gabriel C. Singson, Members of the Board Edgardo P. Zialcita, Andre Navato, Roberto Y. Garcia, Herman M. Montenegro, Jose S. Clemente, Jr., and Dennis D. Decena, and Corporate Secretary Luis S. Cachero, with an attached notarized Director’s Certificate.
[15] Underscoring supplied.
[16] Petitioners’ Memorandum, pp. 8-9.
[17] Rollo, pp. 62-63.
[18] 463 Phil. 557 (2003).
[19]
[20] Min. No. 1 —
15. Philippine
ACTION TAKEN
The Board decided as follows:
1. To authorize the representation and
transportation allowance in the amount of P1,500.[00] a month of the
Members of the Board of Directors of the Philippine International Convention
Center (PICC);
2. To approve the actual expenditure for 1993;
3. To approve the actual expenses for 1992 incurred by PICC, not covered by the original budget, subject to existing Commission [on] Audit rules and regulations; and
4. To instruct PICC Management to prepare and submit proposal for 1994 within two (2) months from date of receipt.
(Signed)
FE B. BARIN
Secretary
[21] Department of Budget and
Management, represented by Sec. Emilia T. Boncodin v. Olivia D. Leones,
G.R. No. 169726,
[22] G.R. No. 119597, companion case of Blaquera v. Alcala, G.R. No. 109406, September 11, 1998, 356 Phil. 678.
[23] Rollo, p. 72.
[24] 451 Phil. 812 (2003).
[25] Supra note 22.
[26] 425 Phil. 326 (2000).
[27] De Jesus v. COA, supra note 24, at 823-824.
[28] Molen, Jr. v. Commission on
Audit, G.R. No. 150222, March 18, 2005, 453 SCRA 769; Querubin v.
Regional Cluster Director, Legal and Adjudication Office, COA Regional Office
VI,
[29] Rollo, p. 72.
[30] Rollo, p. 72.