kupdf.com_law-on-partnership-and-corporation-by-hector-de-leon

Law on Business Organizations Reviewer

for other purposes is terminated in any 5. Dissolution and liquidation
other manner, shall nevertheless be
continued as a body corporate for three (3) A corporation that has a pending action and
years after the time when it would have which cannot be terminated within the
been so dissolved, for the purpose of three-year period after dissolution is
prosecuting and defending suits by or authorized to convey all its property to
against it and enabling it to settle and close trustees to enable it to prosecute and
its affairs, to dispose of and convey its defend suits by or against the corporation
property and to distribute its assets, but not beyond the three-year period.
for the purpose of continuing the business
for which it was established. Distribution of Assets
Distribution among the shareholders of the
At any time during said three (3) years, the assets in winding up, formal or informal
may be made only to the prior claim of
corporation is authorized and empowered creditors and after all debts have been paid
or provided for. This is sometimes
to convey all of its property to trustees for expressed in terms of the trust fund
doctrine.
the benefit of stockholders, members,

creditors, and other persons in interest.

From and after any such conveyance by the

corporation of its property in trust for the

benefit of its stockholders, members, Liquidation Rehabilitation

creditors and others in interest, all interest - Connotes a winding - Connotes a
up or setting with reopening of
which the corporation had in the property creditors and reorganization
debtors. .
terminates, the legal interest vests in the

trustees, and the beneficial interest in the

stockholders, members, creditors or other

persons in interest. - It is a winding up of - Contemplates
a corporation so
that assets are a continuance
distributed to those
Upon the winding up of the corporate entitled to receive of corporate
them.
affairs, any asset distributable to any life and

creditor or stockholder or member who is activities in an

unknown or cannot be found shall be effort to

escheated to the city or municipality where restore and

such assets are located. - It is the process of reinstate the

reducing assets to corporation in

Except by decrease of capital stock and as cash, discharging its former
otherwise allowed by this Code, no
corporation shall distribute any of its assets liabilities and position of
or property except upon lawful dissolution
and after payment of all its debts and dividing surplus or successful
liabilities.
loss. operation and

solvency.

Methods of Liquidation Section 123. Definition and rights of
1. Liquidation by the directors themselves. foreign corporations. – For the purposes of
2. Liquidation by a duly appointed this Code, a foreign corporation is one
formed, organized or existing under any
receiver. laws other than those of the Philippines and
3. Liquidation by trustees to whom the whose laws allow Filipino citizens and
corporations to do business in its own
board of directors had conveyed the country or state. It shall have the right to
corporate assets. transact business in the Philippines after it
shall have obtained a license to transact
Rules of corporate recovery business in this country in accordance with
The SEC approved the Rules of Procedure this Code and a certificate of authority from
on Corporate recovery effective on January the appropriate government agency.
15, 2000.
1. It governs the rules on definition of Definition
Foreign Corporation is one formed,
terms organized or existing under any laws other
2. Common provisions than those of the Philippines and whose
3. Suspension of payments
4. Rehabilitation

101

laws allow Filipino citizens and corporations Law on Business Organizations Reviewer
to do business in its own country or state.
3. The name and address of its resident
Section 124. Application to existing foreign agent authorized to accept summons
corporations. – Every foreign corporation and process in all legal proceedings and,
which on the date of the effectivity of this pending the establishment of a local
Code is authorized to do business in the office, all notices affecting the
Philippines under a license therefore issued corporation.
to it, shall continue to have such authority
under the terms and condition of its license, 4. The place in the Philippines where the
subject to the provisions of this Code and corporation intends to operate.
other special laws.
5. The specific purpose or purposes which
A foreign corporation can have no legal the corporation intends to pursue in the
existence beyond the bounds of the state or transaction of its business in the
sovereignty by which it is created. It exists Philippines: Provided, That said purpose
only in contemplation of law and by force of or purposes are those specifically stated
the law, and where that law ceases to in the certificate of authority issued by
operate, the corporation can have no the appropriate government agency.
existence. It must dwell in the place of its
creation, and cannot migrate to another 6. The names and addresses of the
sovereignty. present directors and officers of the
corporation.
Foreign corporations may do business in the
Philippines either by directly entering into 7. A statement of its authorized capital
transactions with resident persons, firms or stock and the aggregate number of
corporations or by creating a domestic shares which the corporation has
subsidiary corporation which would have its authority to issue, itemized by classes,
own distinct personality. par value of shares, shares without par
value, and series, if any.
Licensed foreign corporations is authorized
to do business in the Philippines shall 8. A statement of its outstanding capital
continue to have such authority under the stock and the aggregate number of
terms and condition of its license, subject to shares which the corporation has
the provisions of the Code and other special issued, itemized by classes, par value of
laws. shares, shares without par value, and
series, if any.
Section 125. Application for a license. – A
foreign corporation applying for a license to 9. A statement of the amount actually
transact business in the Philippines shall paid in.
submit to the Securities and Exchange
Commission a copy of its articles of 10. Such additional information as may be
incorporation and by-laws, certified in necessary or appropriate in order to
accordance with law, and their translation enable the Securities and Exchange
to an official language of the Philippines, if Commission to determine whether such
necessary. The application shall be under corporation is entitled to a license to
oath and, unless already stated in its transact business in the Philippines, and
articles of incorporation, shall specifically to determine and assess the fees
set forth the following: payable.

1. The date and term of incorporation. Attached to the application for license shall
be a duly executed certificate under oath by
2. The address, including the street the authorized official or officials of the
number, of the principal office of the jurisdiction of its incorporation, attesting to
corporation in the country or state of the fact that the laws of the country or
incorporation. state of the applicant allow Filipino citizens
and corporations to do business therein,
and that the applicant is an existing
corporation in good standing. If such
certificate is in a foreign language, a

102

translation thereof in English under oath of Law on Business Organizations Reviewer
the translator shall be attached thereto.
Securities and Exchange Commission,
The application for a license to transact consisting of bonds or other evidence of
business in the Philippines shall likewise be indebtedness of the Government of the
accompanied by a statement under oath of Philippines, its political subdivisions and
the president or any other person instrumentalities, or of government-owned
authorized by the corporation, showing to or controlled corporations and entities,
the satisfaction of the Securities and shares of stock in “registered enterprises”
Exchange Commission and other as this term is defined in Republic Act No.
governmental agency in the proper cases 5186, shares of stock in domestic
that the applicant is solvent and in sound corporations registered in the stock
financial condition, and setting forth the exchange, or shares of stock in domestic
assets and liabilities of the corporation as of insurance companies and banks, or any
the date not exceeding one (1) year combination of these kinds of securities,
immediately prior to the filing of the with an actual market value of at least one
application. hundred thousand (P100,000.) pesos;
Provided, however, That within six (6)
Foreign banking, financial and insurance months after each fiscal year of the
corporations shall, in addition to the above licensee, the Securities and Exchange
requirements, comply with the provisions of Commission shall require the licensee to
existing laws applicable to them. In the case deposit additional securities equivalent in
of all other foreign corporations, no actual market value to two (2%) percent of
application for license to transact business the amount by which the licensee’s gross
in the Philippines shall be accepted by the income for that fiscal year exceeds five
Securities and Exchange Commission million (P5,000,000.00) pesos. The
without previous authority from the Securities and Exchange Commission shall
appropriate government agency, whenever also require deposit of additional securities
required by law. if the actual market value of the securities
on deposit has decreased by at least ten
Section 126. Issuance of a license. – If the (10%) percent of their actual market value
Securities and Exchange Commission is at the time they were deposited. The
satisfied that the applicant has complied Securities and Exchange Commission may at
with all the requirements of this Code and its discretion release part of the additional
other special laws, rules and regulations, securities deposited with it if the gross
the Commission shall issue a license to the income of the licensee has decreased, or if
applicant to transact business in the the actual market value of the total
Philippines for the purpose or purposes securities on deposit has increased, by
specified in such license. Upon issuance of more than ten (10%) percent of the actual
the license, such foreign corporation may market value of the securities at the time
commence to transact business in the they were deposited. The Securities and
Philippines and continue to do so for as long Exchange Commission may, from time to
as it retains its authority to act as a time, allow the licensee to substitute other
corporation under the laws of the country securities for those already on deposit as
or state of its incorporation, unless such long as the licensee is solvent. Such licensee
license is sooner surrendered, revoked, shall be entitled to collect the interest or
suspended or annulled in accordance with dividends on the securities deposited. In the
this Code or other special laws. event the licensee ceases to do business in
the Philippines, the securities deposited as
Within sixty (60) days after the issuance of aforesaid shall be returned, upon the
the license to transact business in the licensee’s application therefor and upon
Philippines, the license, except foreign proof to the satisfaction of the Securities
banking or insurance corporation, shall and Exchange Commission that the licensee
deposit with the Securities and Exchange has no liability to Philippine residents,
Commission for the benefit of present and including the Government of the Republic
future creditors of the licensee in the of the Philippines.
Philippines, securities satisfactory to the
Definition
Transacting business means the carrying on
of the operations of the corporation, or

103

some portion of them, in the usual and Law on Business Organizations Reviewer
regular course of the prosecution of the
corporate enterprise for profit. 1. That the operation or activity is not
inconsistent with the Investment
The Corporation Code outlines the Priorities Plan.
procedural requirements for the application
and issuance of a license before a foreign 2. That the business or economic activity
corporation may transact business in the will contribute to the sound and
Philippines. Except in the case of foreign balanced development of the national
banking, financial and insurance economy on a self-sustaining basis.
corporations and other subject to special
laws, rules and regulations, if the applicant 3. That the activity will not conflict with
foreign corporation has complied with all the Constitution and laws of the
the requirements of issuance of a license, Philippines.
the SEC shall issue such license and
thereafter the foreign corporation may 4. That the nosiness or economic activity
transact business in the Philippines. is not one (1) adequately exploited by
Philippine Nationals.
Republic Act No. 5455. Regulates the entry
of foreign investments whenever foreign 5. That the entry of the applicant will not
equity participation exceeds 30 percent of pose a clear and present danger of
the capital stock. promoting monopolies or combination
in restraint of trade.
Under Republic Act no. 5455 “doing
business includes”: Presidential Decree No. 151 allows citizens
a. Soliciting orders, purchases, service of the Philippines or corporations which
have acquired lands of the public domain or
contracts, opening offices whether which or any other law, to enter into service
called liaison offices or branches. contracts for financial, technical,
b. Appointing representatives or management or other forms of assistance
distributors who are domiciled in the with any foreign person or entity whenever
Philippines or who in any calendar year and wherever such contracts are vital to
stay in the Philippines for a period or achieve sound and more expeditious
periods totalling one hundred eighty exploration, development, exploitation or
days or more. utilization of such lands owned, held or
c. Participating in the management, controlled by such citizens or corporations.
supervision, or control of any domestic
business firm, entity, or corporation in Section 127. Who may be a resident agent.
the Philippines. – A resident agent may be either an
d. Any other act or acts that imply a individual residing in the Philippines or a
continuity of commercial dealings or domestic corporation lawfully transacting
arrangements, and contemplates to business in the Philippines: Provided, That
that extent the performance of acts or in the case of an individual, he must be of
works, or the exercise of some of the good moral character and of sound financial
function normally incident to, and in standing.
progressive prosecution of, commercial
gain or of the purpose and object of the Section 128. Resident agent; service of
business organization. process. – The Securities and Exchange
Commission shall require as a condition
The Board of Investments requires license precedent to the issuance of the license to
not only of corporations organized abroad transact business in the Philippines by any
but also of domestic corporations, if more foreign corporation that such corporation
than 40% of its voting shares are owned file with the Securities and Exchange
and held by aliens or more than 30% of its Commission a written power of attorney
total capitalization is in the hands of aliens. designating some person who must be a
resident of the Philippines, on whom any
Guidelines for issuance of certificate of summons and other legal processes may be
authority to do business under BOI (Rep. served in all actions or other legal
Act No.5455) proceedings against such corporation, and
consenting that service upon such resident
agent shall be admitted and held as valid as
if served upon the duly authorized officers
of the foreign corporation at its home
office. Any such foreign corporation shall

104

likewise execute and file with the Securities Law on Business Organizations Reviewer
and Exchange Commission an agreement or
stipulation, executed by the proper Section 129. Law applicable. – Any foreign
authorities of said corporation, in form and corporation lawfully doing business in the
substance as follows: Philippines shall be bound by all laws, rules
and regulations applicable to domestic
“The (name of foreign corporation) does corporations of the same class, except such
hereby stipulate and agree, in consideration only as provide for the creation, formation,
of its being granted by the Securities and organization or dissolution of corporations
Exchange Commission a license to transact or those which fix the relations, liabilities,
business in the Philippines, that if at any responsibilities, or duties of stockholders,
time said corporation shall cease to transact members, or officers of corporations to
business in the Philippines, or shall be each other or to the corporation.
without any resident agent in the
Philippines on whom any summons or other Licensed foreign corporations lawfully doing
legal processes may be served, then in any business in the Philippines shall be subject
action or proceeding arising out of any to our laws just like domestic corporations
business or transaction which occurred in of the same class.
the Philippines, service of any summons or
other legal process may be made upon the Philippine laws will not apply when it refers
Securities and Exchange Commission and to the creation, formation, organization or
that such service shall have the same force dissolution of corporations or such as fux
and effect as if made upon the duly- the relations, liabilities, responsibilities, or
authorized officers of the corporation at its duties of stockholders, members, or officers
home office.” of corporations to each other or to the
corporation.
Whenever such service of summons or
other process shall be made upon the Section 130. Amendments to articles of
Securities and Exchange Commission, the incorporation or by-laws of foreign
Commission shall, within ten (10) days corporations. – Whenever the articles of
thereafter, transmit by mail a copy of such incorporation or by-laws of a foreign
summons or other legal process to the corporation authorized to transact business
corporation at its home or principal office. in the Philippines are amended, such
The sending of such copy by the foreign corporation shall, within sixty (60)
Commission shall be necessary part of and days after the amendment becomes
shall complete such service. All expenses effective, file with the Securities and
incurred by the Commission for such service Exchange Commission, and in the proper
shall be paid in advance by the party at cases with the appropriate government
whose instance the service is made. agency, a duly authenticated copy of the
In case of a change of address of the articles of incorporation or by-laws, as
resident agent, it shall be his or its duty to amended, indicating clearly in capital letters
immediately notify in writing the Securities or by underscoring the change or changes
and Exchange Commission of the new made, duly certified by the authorized
address. official or officials of the country or state of
incorporation. The filing thereof shall not of
The SEC shall require as a condition itself enlarge or alter the purpose or
precedent to the issuance of the license to purposes for which such corporation is
transact business in the Philippines by any authorized to transact business in the
foreign corporation that such corporation Philippines.
file with the SEC, a written power of
attorney designating some person who Section 131. Amended license. – A foreign
must be a resident of the Philippines, on corporation authorized to transact business
whom any summons and other legal in the Philippines shall obtain an amended
processes may be served in all actions or license in the event it changes its corporate
other legal proceedings against such name, or desires to pursue in the
corporation. Philippines other or additional purposes, by
submitting an application therefor to the
Securities and Exchange Commission,
favorably endorsed by the appropriate
government agency in the proper cases.

105

Section 132. Merger or consolidation Law on Business Organizations Reviewer
involving a foreign corporation licensed in
the Philippines. – One or more foreign Section 133. Doing business without a
corporations authorized to transact license. – No foreign corporation
business in the Philippines may merge or transacting business in the Philippines
consolidate with any domestic corporation without a license, or its successors or
or corporations if such is permitted under assigns, shall be permitted to maintain or
Philippine laws and by the law of its intervene in any action, suit or proceeding
incorporation: Provided, That the in any court or administrative agency of the
requirements on merger or consolidation as Philippines; but such corporation may be
provided in this Code are followed. sued or proceeded against before Philippine
courts or administrative tribunals on any
Whenever a foreign corporation authorized valid cause of action recognized under
to transact business in the Philippines shall Philippine laws.
be a party to a merger or consolidation in
its home country or state as permitted by Unlicensed foreign corporations doing
the law of its incorporation, such foreign business in the Philippine do not have the
corporation shall, within sixty (60) days capacity to sue before the local court is
after such merger or consolidation becomes well-established.
effective, file with the Securities and
Exchange Commission, and in proper cases A foreign corporation which is not licensed
with the appropriate government agency, a to transact business therein can maintain an
copy of the articles of merger or action in the courts of the Philippines for
consolidation duly authenticated by the the purpose of protecting its reputation,
proper official or officials of the country or corporate name and goodwill.
state under the laws of which merger or
consolidation was effected: Provided, A foreign corporation doing business in the
however, That if the absorbed corporation Philippines without a license may maintain
is the foreign corporation doing business in suit in the Philippines against a domestic
the Philippines, the latter shall at the same corporation or person who is party
time file a petition for withdrawal of it to a contract as the domestic corporation or
license in accordance with this Title. person is deemed estopped from
challenging the personality of the foreign
Section 132 covers two legal situations: corporation.
1. The merger of a licensed foreign
Section 134. Revocation of license. –
corporation with a domestic Without prejudice to other grounds
corporation. provided by special laws, the license of a
 Must be accomplished by foreign corporation to transact business in
the Philippines may be revoked or
complying with the provisions of suspended by the Securities and Exchange
the Corporation Code. Commission upon any of the following
2. The merger of a licensed foreign grounds:
corporation with another corporation in
its country of origin which is not doing 1. Failure to file its annual report or pay
business in the Philippines. any fees as required by this Code.
 If the licensed foreign corporation is
absorbed by merger or 2. Failure to appoint and maintain a
consolidation, it must withdraw its resident agent in the Philippines as
license to do business in the required by this Title.
Philippines.
 Nevertheless, if the foreign 3. Failure, after change of its resident
absorbing corporation desire to agent or of his address, to submit to the
continue the business of the Securities and Exchange Commission a
absorbed corporation in the statement of such change as required
Philippines, it has to file an by this Title.
application for a license to do
business pursuant to the 4. Failure to submit to the Securities and
requirements of Philippines law on Exchange Commission an authenticated
the matter. copy of any amendment to its articles of

106

incorporation or by-laws or of any Law on Business Organizations Reviewer
articles of merger or consolidation
within the time prescribed by this Title. 1. All claims which have accrued in the
Philippines have been paid,
5. A misrepresentation of any material compromised or settled.
matter in any application, report,
affidavit or other document submitted 2. All taxes, imposts, assessments, and
by such corporation pursuant to this penalties, if any, lawfully due to the
Title. Philippine Government or any of its
agencies or political subdivisions have
6. Failure to pay any and all taxes, been paid.
imposts, assessments or penalties, if
any, lawfully due to the Philippine 3. The petition for withdrawal of license
Government or any of its agencies or has been published once a week for
political subdivisions. three (3) consecutive weeks in a
newspaper of general circulation in the
7. Transacting business in the Philippines Philippines.
outside of the purpose or purposes for
which such corporation is authorized Sec. 137. Outstanding capital stock
under its license. defined. – The term "outstanding capital
stock", as used in this Code, means the total
8. Transacting business in the Philippines shares of stock issued under binding
as agent of or acting for and in behalf of subscription agreements to subscribers or
any foreign corporation or entity not stockholders, whether or not fully or
duly licensed to do business in the partially paid, except treasury shares.
Philippines.
Sec. 138. Designation of governing boards.
9. Any other ground as would render it – The provisions of specific provisions of
unfit to transact business in the this Code to the contrary notwithstanding,
Philippines. non-stock or special corporations may,
through their articles of incorporation or
Sec. 135. Issuance of certificate of their by-laws, designate their governing
revocation. – Upon the revocation of any boards by any name other than as board of
such license to transact business in the trustees.
Philippines, the Securities and Exchange
Commission shall issue a corresponding Sec. 139. Incorporation and other fees. –
certificate of revocation, furnishing a copy The Securities and Exchange Commission is
thereof to the appropriate government hereby authorized to collect and receive
agency in the proper cases. The Securities fees as authorized by law or by rules and
and Exchange Commission shall also mail to regulations promulgated by the
the corporation at its registered office in Commission.
the Philippines a notice of such revocation
accompanied by a copy of the certificate of Sec. 140. Stock ownership in certain
revocation. corporations. – Pursuant to the duties
specified by Article XIV of the Constitution,
Sec. 136. Withdrawal of foreign the National Economic and Development
corporations. – Subject to existing laws and Authority shall, from time to time, make a
regulations, a foreign corporation licensed determination of whether the corporate
to transact business in the Philippines may vehicle has been used by any corporation or
be allowed to withdraw from the by business or industry to frustrate the
Philippines by filing a petition for provisions thereof or of applicable laws, and
withdrawal of license. No certificate of shall submit to the Batasang Pambansa,
withdrawal shall be issued by the Securities whenever deemed necessary, a report of its
and Exchange Commission unless all the findings, including recommendations for
following requirements are met: their prevention or correction.
Maximum limits may be set by the Batasang
Pambansa for stockholdings in corporations
declared by it to be vested with a public
interest pursuant to the provisions of this
section, belonging to individuals or groups

107

of individuals related to each other by Law on Business Organizations Reviewer
consanguinity or affinity or by close
business interests, or whenever it is Sec. 143. Rule making power of the
necessary to achieve national objectives, Securities and Exchange Commission. – The
prevent illegal monopolies or combinations Securities and Exchange Commission shall
in restraint or trade, or to implement have the power and authority to implement
national economic policies declared in laws, the provisions of this Code, and to
rules and regulations designed to promote promulgate rules and regulations
the general welfare and foster economic reasonably necessary to enable it to
development. perform its duties hereunder, particularly in
the prevention of fraud and abuses on the
In recommending to the Batasang part of the controlling stockholders,
Pambansa corporations, business or members, directors, trustees or officers.
industries to be declared vested with a
public interest and in formulating proposals Sec. 144. Violations of the Code. –
for limitations on stock ownership, the Violations of any of the provisions of this
National Economic and Development Code or its amendments not otherwise
Authority shall consider the type and nature specifically penalized therein shall be
of the industry, the size of the enterprise, punished by a fine of not less than one
the economies of scale, the geographic thousand (P1,000.00) pesos but not more
location, the extent of Filipino ownership, than ten thousand (P10,000.00) pesos or by
the labor intensity of the activity, the export imprisonment for not less than thirty (30)
potential, as well as other factors which are days but not more than five (5) years, or
germane to the realization and promotion both, in the discretion of the court. If the
of business and industry. violation is committed by a corporation, the
same may, after notice and hearing, be
Sec. 141. Annual report or corporations. – dissolved in appropriate proceedings before
Every corporation, domestic or foreign, the Securities and Exchange Commission:
lawfully doing business in the Philippines Provided, That such dissolution shall not
shall submit to the Securities and Exchange preclude the institution of appropriate
Commission an annual report of its action against the director, trustee or
operations, together with a financial officer of the corporation responsible for
statement of its assets and liabilities, said violation: Provided, further, That
certified by any independent certified nothing in this section shall be construed to
public accountant in appropriate cases, repeal the other causes for dissolution of a
covering the preceding fiscal year and such corporation provided in this Code.
other requirements as the Securities and
Exchange Commission may require. Such Sec. 145. Amendment or repeal. – No right
report shall be submitted within such or remedy in favor of or against any
period as may be prescribed by the corporation, its stockholders, members,
Securities and Exchange Commission. directors, trustees, or officers, nor any
liability incurred by any such corporation,
Sec. 142. Confidential nature of stockholders, members, directors, trustees,
examination results. – All interrogatories or officers, shall be removed or impaired
propounded by the Securities and Exchange either by the subsequent dissolution of said
Commission and the answers thereto, as corporation or by any subsequent
well as the results of any examination made amendment or repeal of this Code or of any
by the Commission or by any other official part thereof.
authorized by law to make an examination
of the operations, books and records of any Sec. 146. Repealing clause. – Except as
corporation, shall be kept strictly expressly provided by this Code, all laws or
confidential, except insofar as the law may parts thereof inconsistent with any
require the same to be made public or provision of this Code shall be deemed
where such interrogatories, answers or repealed.
results are necessary to be presented as
evidence before any court. Sec. 147. Separability of provisions. –
Should any provision of this Code or any
part thereof be declared invalid or
unconstitutional, the other provisions, so

108

Law on Business Organizations Reviewer

far as they are separable, shall remain in
force.

Sec. 148. Applicability to existing
corporations. – All corporations lawfully
existing and doing business in the
Philippines on the date of the effectivity of
this Code and heretofore authorized,
licensed or registered by the Securities and
Exchange Commission, shall be deemed to
have been authorized, licensed or
registered under the provisions of this
Code, subject to the terms and conditions
of its license, and shall be governed by the
provisions hereof: Provided, That if any
such corporation is affected by the new
requirements of this Code, said corporation
shall, unless otherwise herein provided, be
given a period of not more than two (2)
years from the effectivity of this Code
within which to comply with the same.

Sec. 149. Effectivity. – This Code shall take
effect immediately upon its approval.
Approved: May 1, 1980

109