Republic of the Philippines developer.

For unknown reasons, however, LGVHAI did not file its corporate
SUPREME COURT by-laws.
Manila
Sometime in 1988, the officers of the LGVHAI tried to register its by-laws. They
SECOND DIVISION failed to do so.   To the officers' consternation, they discovered that there were
2

two other organizations within the subdivision — the North Association and the
  South Association. According to private respondents, a non-resident and
Soliven himself, respectively headed these associations. They also discovered
G.R. No. 117188 August 7, 1997 that these associations had five (5) registered homeowners each who were
also the incorporators, directors and officers thereof. None of the members of
the LGVHAI was listed as member of the North Association while three (3)
LOYOLA GRAND VILLAS HOMEOWNERS (SOUTH) ASSOCIATION,
members of LGVHAI were listed as members of the South Association.  The 3

INC., petitioner,
North Association was registered with the HIGC on February 13, 1989 under
vs.
Certificate of Registration No. 04-1160 covering Phases West II, East III, West
HON. COURT OF APPEALS, HOME INSURANCE AND GUARANTY
III and East IV. It submitted its by-laws on December 20, 1988.
CORPORATION, EMDEN ENCARNACION and HORATIO
AYCARDO, respondents.
In July, 1989, when Soliven inquired about the status of LGVHAI, Atty. Joaquin
A. Bautista, the head of the legal department of the HIGC, informed him that
LGVHAI had been automatically dissolved for two reasons. First, it did not
ROMERO, J.: submit its by-laws within the period required by the Corporation Code and,
second, there was non-user of corporate charter because HIGC had not
received any report on the association's activities. Apparently, this information
May the failure of a corporation to file its by-laws within one month from the
resulted in the registration of the South Association with the HIGC on July 27,
date of its incorporation, as mandated by Section 46 of the Corporation Code,
1989 covering Phases West I, East I and East II. It filed its by-laws on July 26,
result in its automatic dissolution?
1989.
This is the issue raised in this petition for review on certiorari of the Decision  of
1

These developments prompted the officers of the LGVHAI to lodge a complaint

the Court of Appeals affirming the decision of the Home Insurance and
with the HIGC. They questioned the revocation of LGVHAI's certificate of
Guaranty Corporation (HIGC). This quasi-judicial body recognized Loyola
registration without due notice and hearing and concomitantly prayed for the
Grand Villas Homeowners Association (LGVHA) as the sole homeowners'
cancellation of the certificates of registration of the North and South
association in Loyola Grand Villas, a duly registered subdivision in Quezon City
Associations by reason of the earlier issuance of a certificate of registration in
and Marikina City that was owned and developed by Solid Homes, Inc. It
favor of LGVHAI.
revoked the certificates of registration issued to Loyola Grand Villas
homeowners (North) Association Incorporated (the North Association for
brevity) and Loyola Grand Villas Homeowners (South) Association On January 26, 1993, after due notice and hearing, private respondents
Incorporated (the South Association). obtained a favorable ruling from HIGC Hearing Officer Danilo C. Javier who
disposed of HIGC Case No. RRM-5-89 as follows:
LGVHAI was organized on February 8, 1983 as the association of homeowners
and residents of the Loyola Grand Villas. It was registered with the Home WHEREFORE, judgment is hereby rendered recognizing the Loyola
Financing Corporation, the predecessor of herein respondent HIGC, as the Grand Villas Homeowners Association, Inc., under Certificate of
sole homeowners' organization in the said subdivision under Certificate of Registration No. 04-197 as the duly registered and existing
Registration No. 04-197. It was organized by the developer of the subdivision homeowners association for Loyola Grand Villas homeowners, and
and its first president was Victorio V. Soliven, himself the owner of the declaring the Certificates of Registration of Loyola Grand Villas
Homeowners (North) Association, Inc. and Loyola Grand Villas
 Homeowners (South) Association, Inc. as hereby revoked or cancelled; certificates of registration on the grounds listed therein. Among the
that the receivership be terminated and the Receiver is hereby ordered grounds stated is the failure to file by-laws (see also II Campos: The
to render an accounting and turn-over to Loyola Grand Villas Corporation Code, 1990 ed., pp. 124-125). Such suspension or
Homeowners Association, Inc., all assets and records of the revocation, the same section provides, should be made upon proper
Association now under his custody and possession. notice and hearing. Although P.D. 902-A refers to the SEC, the same
principles and procedures apply to the public respondent HIGC as it
The South Association appealed to the Appeals Board of the HIGC. In its exercises its power to revoke or suspend the certificates of registration
Resolution of September 8, 1993, the Board   dismissed the appeal for lack of
4 or homeowners association. (Section 2 [a], E.O. 535, series 1979,
merit. transferred the powers and authorities of the SEC over homeowners
associations to the HIGC.)
Rebuffed, the South Association in turn appealed to the Court of Appeals,
raising two issues. First, whether or not LGVHAI's failure to file its by-laws We also do not agree with the petitioner's interpretation that Section 46,
within the period prescribed by Section 46 of the Corporation Code resulted in Corporation Code prevails over Section 6, P.D. 902-A and that the
the automatic dissolution of LGVHAI. Second, whether or not two homeowners' latter is invalid because it contravenes the former. There is no basis for
associations may be authorized by the HIGC in one "sprawling subdivision." such interpretation considering that these two provisions are not
However, in the Decision of August 23, 1994 being assailed here, the Court of inconsistent with each other. They are, in fact, complementary to each
Appeals affirmed the Resolution of the HIGC Appeals Board. other so that one cannot be considered as invalidating the other.

In resolving the first issue, the Court of Appeals held that under the Corporation The Court of Appeals added that, as there was no showing that the registration
Code, a private corporation commences to have corporate existence and of LGVHAI had been validly revoked, it continued to be the duly registered
juridical personality from the date the Securities and Exchange Commission homeowners' association in the Loyola Grand Villas. More importantly, the
(SEC) issues a certificate of incorporation under its official seal. The South Association did not dispute the fact that LGVHAI had been organized
requirement for the filing of by-laws under Section 46 of the Corporation Code and that, thereafter, it transacted business within the period prescribed by law.
within one month from official notice of the issuance of the certificate of
incorporation presupposes that it is already incorporated, although it may file its On the second issue, the Court of Appeals reiterated its previous ruling   that
5

by-laws with its articles of incorporation. Elucidating on the effect of a delayed the HIGC has the authority to order the holding of a referendum to determine
filing of by-laws, the Court of Appeals said: which of two contending associations should represent the entire community,
village or subdivision.
We also find nothing in the provisions cited by the petitioner, i.e.,
Section 46 and 22, Corporation Code, or in any other provision of the Undaunted, the South Association filed the instant petition for review
Code and other laws which provide or at least imply that failure to file on certiorari. It elevates as sole issue for resolution the first issue it had raised
the by-laws results in an automatic dissolution of the corporation. While before the Court of Appeals, i.e., whether or not the LGVHAI's failure to file its
Section 46, in prescribing that by-laws must be adopted within the by-laws within the period prescribed by Section 46 of the Corporation Code had
period prescribed therein, may be interpreted as a mandatory provision, the effect of automatically dissolving the said corporation.
particularly because of the use of the word "must," its meaning cannot
be stretched to support the argument that automatic dissolution results Petitioner contends that, since Section 46 uses the word "must" with respect to
from non-compliance. the filing of by-laws, noncompliance therewith would result in "self-extinction"
either due to non-occurrence of a suspensive condition or the occurrence of a
We realize that Section 46 or other provisions of the Corporation Code resolutory condition "under the hypothesis that (by) the issuance of the
are silent on the result of the failure to adopt and file the by-laws within certificate of registration alone the corporate personality is deemed already
the required period. Thus, Section 46 and other related provisions of formed." It asserts that the Corporation Code provides for a "gradation of
the Corporation Code are to be construed with Section 6 (1) of P.D. violations of requirements." Hence, Section 22 mandates that the corporation
902-A. This section empowers the SEC to suspend or revoke must be formally organized and should commence transaction within two years
from date of incorporation. Otherwise, the corporation would be deemed that non-filing of by-laws is only a ground for suspension or revocation of the
dissolved. On the other hand, if the corporation commences operations but certificate of registration of corporations and, therefore, it may not result in
becomes continuously inoperative for five years, then it may be suspended or automatic dissolution of the corporation. Moreover, the adoption and filing of
its corporate franchise revoked. by-laws is a condition subsequent which does not affect the corporate
personality of a corporation like the LGVHAI. This is so because Section 9 of
Petitioner concedes that Section 46 and the other provisions of the Corporation the Corporation Code provides that the corporate existence and juridical
Code do not provide for sanctions for non-filing of the by-laws. However, it personality of a corporation begins from the date the SEC issues a certificate of
insists that no sanction need be provided "because the mandatory nature of the incorporation under its official seal. Consequently, even if the by-laws have not
provision is so clear that there can be no doubt about its being an essential yet been filed, a corporation may be considered a de facto corporation. To
attribute of corporate birth." To petitioner, its submission is buttressed by the emphasize the fact the LGVHAI was registered as the sole homeowners'
facts that the period for compliance is "spelled out distinctly;" that the association in the Loyola Grand Villas, private respondents point out that
certification of the SEC/HIGC must show that the by-laws are not inconsistent membership in the LGVHAI was an "unconditional restriction in the deeds of
with the Code, and that a copy of the by-laws "has to be attached to the articles sale signed by lot buyers."
of incorporation." Moreover, no sanction is provided for because "in the first
place, no corporate identity has been completed." Petitioner asserts that "non- In its reply to private respondents' comment on the petition, petitioner reiterates
provision for remedy or sanction is itself the tacit proclamation that non- its argument that the word " must" in Section 46 of the Corporation Code is
compliance is fatal and no corporate existence had yet evolved," and therefore, mandatory. It adds that, before the ruling in Chung Ka Bio v. Intermediate
there was "no need to proclaim its demise."   In a bid to convince the Court of
6
Appellate Court could be applied to this case, this Court must first resolve the
its arguments, petitioner stresses that: issue of whether or not the provisions of P.D. No. 902-A prescribing the rules
and regulations to implement the Corporation Code can "rise above and
. . . the word MUST is used in Sec. 46 in its universal literal meaning change" the substantive provisions of the Code.
and corollary human implication — its compulsion is integrated in its
very essence — MUST is always enforceable by the inevitable The pertinent provision of the Corporation Code that is the focal point of
consequence — that is, "OR ELSE". The use of the word MUST in Sec. controversy in this case states:
46 is no exception — it means file the by-laws within one month after
notice of issuance of certificate of registration OR ELSE. The OR Sec. 46. Adoption of by-laws. — Every corporation formed under this
ELSE, though not specified, is inextricably a part of MUST . Do this or if Code, must within one (1) month after receipt of official notice of the
you do not you are "Kaput". The importance of the by-laws to corporate issuance of its certificate of incorporation by the Securities and
existence compels such meaning for as decreed the by-laws is "the Exchange Commission, adopt a code of by-laws for its government not
government" of the corporation. Indeed, how can the corporation do inconsistent with this Code. For the adoption of by-laws by the
any lawful act as such without by-laws. Surely, no law is indeed to corporation, the affirmative vote of the stockholders representing at
create chaos. 7
least a majority of the outstanding capital stock, or of at least a majority
of the members, in the case of non-stock corporations, shall be
Petitioner asserts that P.D. No. 902-A cannot exceed the scope and power of necessary. The by-laws shall be signed by the stockholders or
the Corporation Code which itself does not provide sanctions for non-filing of members voting for them and shall be kept in the principal office of the
by-laws. For the petitioner, it is "not proper to assess the true meaning of Sec. corporation, subject to the stockholders or members voting for them
46 . . . on an unauthorized provision on such matter contained in the said and shall be kept in the principal office of the corporation, subject to
decree." inspection of the stockholders or members during office hours; and a
copy thereof, shall be filed with the Securities and Exchange
In their comment on the petition, private respondents counter that the Commission which shall be attached to the original articles of
requirement of adoption of by-laws is not mandatory. They point to P.D. No. incorporation.
902-A as having resolved the issue of whether said requirement is mandatory
or merely directory. Citing Chung Ka Bio v. Intermediate Appellate Notwithstanding the provisions of the preceding paragraph, by-laws
Court,   private respondents contend that Section 6(I) of that decree provides
8
may be adopted and filed prior to incorporation; in such case, such by-
 laws shall be approved and signed by all the incorporators and MR. FUENTEBELLA. It being mandatory, Mr. Speaker, what would be
submitted to the Securities and Exchange Commission, together with the effect of the failure of the corporation to file these by-laws within
the articles of incorporation. one month?

In all cases, by-laws shall be effective only upon the issuance by the MR. MENDOZA. There is a provision in the latter part of the Code
Securities and Exchange Commission of a certification that the by-laws which identifies and describes the consequences of violations of any
are not inconsistent with this Code. provision of this Code. One such consequences is the dissolution of the
corporation for its inability, or perhaps, incurring certain penalties.
The Securities and Exchange Commission shall not accept for filing the
by-laws or any amendment thereto of any bank, banking institution, MR. FUENTEBELLA. But it will not automatically amount to a
building and loan association, trust company, insurance company, dissolution of the corporation by merely failing to file the by-laws within
public utility, educational institution or other special corporations one month. Supposing the corporation was late, say, five days, what
governed by special laws, unless accompanied by a certificate of the would be the mandatory penalty?
appropriate government agency to the effect that such by-laws or
amendments are in accordance with law. MR. MENDOZA. I do not think it will necessarily result in the automatic
or ipso facto dissolution of the corporation. Perhaps, as in the case, as
As correctly postulated by the petitioner, interpretation of this provision of law you suggested, in the case of El Hogar Filipino where a quo
begins with the determination of the meaning and import of the word "must" in warranto action is brought, one takes into account the gravity of the
this section Ordinarily, the word "must" connotes an imperative act or operates violation committed. If the by-laws were late — the filing of the by-laws
to impose a duty which may be enforced.   It is synonymous with "ought" which
9
were late by, perhaps, a day or two, I would suppose that might be a
connotes compulsion or mandatoriness.   However, the word "must" in a
10
tolerable delay, but if they are delayed over a period of months — as is
statute, like "shall," is not always imperative. It may be consistent with an happening now — because of the absence of a clear requirement that
exercise of discretion. In this jurisdiction, the tendency has been to interpret by-laws must be completed within a specified period of time, the
"shall" as the context or a reasonable construction of the statute in which it is corporation must suffer certain consequences.  13

used demands or requires.   This is equally true as regards the word "must."
11

Thus, if the languages of a statute considered as a whole and with due regard This exchange of views demonstrates clearly that automatic corporate
to its nature and object reveals that the legislature intended to use the words dissolution for failure to file the by-laws on time was never the intention of the
"shall" and "must" to be directory, they should be given that meaning. 12
legislature. Moreover, even without resorting to the records of deliberations of
the Batasang Pambansa, the law itself provides the answer to the issue
In this respect, the following portions of the deliberations of the Batasang propounded by petitioner.
Pambansa No. 68 are illuminating:
Taken as a whole and under the principle that the best interpreter of a statute is
MR. FUENTEBELLA. Thank you, Mr. Speaker. the statute itself (optima statuli interpretatix est ipsum statutum),   Section 46
14

aforequoted reveals the legislative intent to attach a directory, and not

On page 34, referring to the adoption of by-laws, are we made to mandatory, meaning for the word "must" in the first sentence thereof. Note
understand here, Mr. Speaker, that by-laws must immediately be filed should be taken of the second paragraph of the law which allows the filing of
within one month after the issuance? In other words, would this be the by-laws even prior to incorporation. This provision in the same section of
mandatory or directory in character? the Code rules out mandatory compliance with the requirement of filing the by-
laws "within one (1) month after receipt of official notice of the issuance of its
MR. MENDOZA. This is mandatory. certificate of incorporation by the Securities and Exchange Commission." It
necessarily follows that failure to file the by-laws within that period does not
imply the "demise" of the corporation. By-laws may be necessary for the
"government" of the corporation but these are subordinate to the articles of
incorporation as well as to the Corporation Code and related statutes.  There
15
(1) To suspend, or revoke, after proper notice and hearing, the
are in fact cases where by-laws are unnecessary to corporate existence or to franchise or certificate of registration of corporations, partnerships or
the valid exercise of corporate powers, thus: associations, upon any of the grounds provided by law, including the
following:
In the absence of charter or statutory provisions to the contrary, by-
laws are not necessary either to the existence of a corporation or to the xxx xxx xxx
valid exercise of the powers conferred upon it, certainly in all cases
where the charter sufficiently provides for the government of the body; 5. Failure to file by-laws within the required period;
and even where the governing statute in express terms confers upon
the corporation the power to adopt by-laws, the failure to exercise the xxx xxx xxx
power will be ascribed to mere nonaction which will not render void any
acts of the corporation which would otherwise be valid.   (Emphasis
16

In the exercise of the foregoing authority and jurisdiction of the

supplied.)
Commission or by a Commissioner or by such other bodies, boards,
committees and/or any officer as may be created or designated by the
As Fletcher aptly puts it: Commission for the purpose. The decision, ruling or order of any such
Commissioner, bodies, boards, committees and/or officer may be
It has been said that the by-laws of a corporation are the rule of its life, appealed to the Commission sitting en banc within thirty (30) days after
and that until by-laws have been adopted the corporation may not be receipt by the appellant of notice of such decision, ruling or order. The
able to act for the purposes of its creation, and that the first and most Commission shall promulgate rules of procedures to govern the
important duty of the members is to adopt them. This would seem to proceedings, hearings and appeals of cases falling with its jurisdiction.
follow as a matter of principle from the office and functions of by-laws.
Viewed in this light, the adoption of by-laws is a matter of practical, if The aggrieved party may appeal the order, decision or ruling of the
not one of legal, necessity. Moreover, the peculiar circumstances Commission sitting en banc to the Supreme Court by petition for review
attending the formation of a corporation may impose the obligation to in accordance with the pertinent provisions of the Rules of Court.
adopt certain by-laws, as in the case of a close corporation organized
for specific purposes. And the statute or general laws from which the
Even under the foregoing express grant of power and authority, there can be
corporation derives its corporate existence may expressly require it to
no automatic corporate dissolution simply because the incorporators failed to
make and adopt by-laws and specify to some extent what they shall
abide by the required filing of by-laws embodied in Section 46 of the
contain and the manner of their adoption. The mere fact, however, of
Corporation Code. There is no outright "demise" of corporate existence. Proper
the existence of power in the corporation to adopt by-laws does not
notice and hearing are cardinal components of due process in any democratic
ordinarily and of necessity make the exercise of such power essential
institution, agency or society. In other words, the incorporators must be given
to its corporate life, or to the validity of any of its acts. 
17

the chance to explain their neglect or omission and remedy the same.
Although the Corporation Code requires the filing of by-laws, it does not
That the failure to file by-laws is not provided for by the Corporation Code but in
expressly provide for the consequences of the non-filing of the same within the
another law is of no moment. P.D. No. 902-A, which took effect immediately
period provided for in Section 46. However, such omission has been rectified
after its promulgation on March 11, 1976, is very much apposite to the Code.
by Presidential Decree No. 902-A, the pertinent provisions on the jurisdiction of
Accordingly, the provisions abovequoted supply the law governing the situation
the SEC of which state:
in the case at bar, inasmuch as the Corporation Code and P.D. No. 902-A are
statutes in pari materia. Interpretare et concordare legibus est optimus
Sec. 6. In order to effectively exercise such jurisdiction, the interpretandi. Every statute must be so construed and harmonized with other
Commission shall possess the following powers: statutes as to form a uniform system of jurisprudence.  18

xxx xxx xxx

As the "rules and regulations or private laws enacted by the corporation to an administrative fine without affecting the corporate existence of the
regulate, govern and control its own actions, affairs and concerns and its erring firm.
stockholders or members and directors and officers with relation thereto and
among themselves in their relation to it,"   by-laws are indispensable to
19
It should be stressed in this connection that substantial compliance with
corporations in this jurisdiction. These may not be essential to corporate birth conditions subsequent will suffice to perfect corporate personality.
but certainly, these are required by law for an orderly governance and Organization and commencement of transaction of corporate business
management of corporations. Nonetheless, failure to file them within the period are but conditions subsequent and not prerequisites for acquisition of
required by law by no means tolls the automatic dissolution of a corporation. corporate personality. The adoption and filing of by-laws is also a
condition subsequent. Under Section 19 of the Corporation Code, a
In this regard, private respondents are correct in relying on the Corporation commences its corporate existence and juridical
pronouncements of this Court in Chung Ka Bio v. Intermediate Appellate personality and is deemed incorporated from the date the Securities
Court,   as follows:
20
and Exchange Commission issues certificate of incorporation under its
official seal. This may be done even before the filing of the by-laws,
. . . . Moreover, failure to file the by-laws does not automatically operate which under Section 46 of the Corporation Code, must be adopted
to dissolve a corporation but is now considered only a ground for such "within one month after receipt of official notice of the issuance of its
dissolution. certificate of incorporation." 
21

Section 19 of the Corporation Law, part of which is now Section 22 of That the corporation involved herein is under the supervision of the HIGC does
the Corporation Code, provided that the powers of the corporation not alter the result of this case. The HIGC has taken over the specialized
would cease if it did not formally organize and commence the functions of the former Home Financing Corporation by virtue of Executive
transaction of its business or the continuation of its works within two Order No. 90 dated December 17, 1989.   With respect to homeowners
22

years from date of its incorporation. Section 20, which has been associations, the HIGC shall "exercise all the powers, authorities and
reproduced with some modifications in Section 46 of the Corporation responsibilities that are vested on the Securities and Exchange
Code, expressly declared that "every corporation formed under this Act, Commission . . . , the provision of Act 1459, as amended by P.D. 902-A, to the
must within one month after the filing of the articles of incorporation contrary notwithstanding."  23

with the Securities and Exchange Commission, adopt a code of by-

laws." Whether this provision should be given mandatory or only WHEREFORE, the instant petition for review on certiorari is hereby DENIED
directory effect remained a controversial question until it became and the questioned Decision of the Court of Appeals AFFIRMED. This Decision
academic with the adoption of PD 902-A. Under this decree, it is now is immediately executory. Costs against petitioner.
clear that the failure to file by-laws within the required period is only a
ground for suspension or revocation of the certificate of registration of SO ORDERED.
corporations.
Regalado, Puno and Mendoza, JJ., concur.
Non-filing of the by-laws will not result in automatic dissolution of the
corporation. Under Section 6(I) of PD 902-A, the SEC is empowered to Torres, Jr., J., is on leave.
"suspend or revoke, after proper notice and hearing, the franchise or
certificate of registration of a corporation" on the ground inter alia of
Footnotes
"failure to file by-laws within the required period." It is clear from this
provision that there must first of all be a hearing to determine the
existence of the ground, and secondly, assuming such finding, the 1 Penned by Associate Justice Antonio M. Martinez and
penalty is not necessarily revocation but may be only suspension of the concurred in by Associate Justice Quirino D. Abad Santos, Jr.
charter. In fact, under the rules and regulations of the SEC, failure to and Godardo A. Jacinto.
file the by-laws on time may be penalized merely with the imposition of
2 On March 4, 1993, LGVHAI filed its by-laws with the HIGC. Its 16 18 C.J.S. 595-596.
filing fee was duly receipted for under O.R. No. 6393291
(Private Respondents' Comment, p. 5; Rollo, p. 72). 17 8 FLETCHER, CYCLOPEDIA OF THE LAW OF PRIVATE
CORPORATIONS 640.
3 Private Respondents' Comment, pp. 3-4.
18 Corona v. Court of Appeals, G.R. No. 97356, September 30,
4 Fernando M. Miranda, Jr., Chairman, and Wilfredo F. 1992, 214 SCRA 378, 392.
Hernandez, Arthur G. Tan and Aida A. Mendoza, Members.
19 8 FLETCHER, supra, at p. 633.
5 This was in Bagong Lipunan Community Association v. HIGC,
CA-G.R. SP No. 12592, November 16, 1987. 20 Supra.

6 Petition, pp. 7-10. 21 Ibid., at pp. 543-544.

7 Ibid., p. 10-11. 22 The capitalization of HIGC was increased to P2,500,000,000

Rep. Act No. 7835.
8 G.R. No. 71837, July 26, 1988, 163 SCRA 534.
23 No. 2 (a), Executive Order No. 535 dated May 3, 1979 (78
9 Soco v. Hon. Militante, et al., 208 Phil. 151, 154 (1983); O.G. 6805).
Caltex Filipino Managers & Supervisors Ass'n v. CIR, 131 Phil.
1022, 1029 (1968).

10 People v. Tamani, L-22160 & 22161, January 21, 1974, 55

SCRA 153, 157.

11 Diokno v. Rehabilitation Finance Corporation, 91 Phil. 608,

611 (1952).

12 27A WORDS AND PHRASES 650 citing Arkansas State

Highway Commission v. Mabry, 315 S.W. 2d 900, 905, 229 Ark.
261.

13 Record of the Batasang Pambansa, Vol. III, November 12,

1979, p. 1303.

14 Lopez and Javelona v. El Hogan Filipino, 47 Phil. 249, 277

(1925) cited in AGPALO, STATUTORY CONSTRUCTION, 3rd
ed., p. 197.

15 CAMPOS, THE CORPORATION CODE, Vol. I, 1990 ed., p.

123.