Rafael inherited from his uncle 10,000 shares of Sta. Ana Corporation, a close corporation. The shares have a par value of P10.00 per share. Rafael notified Sta. Ana that he was selling his shares at P70 per share. There being no takers among the stockholders, Rafael sold the same to his cousin Vicente (who is not a stockholder) for P700,000. The Corporate Secretary refused to transfer the shares in Vicente’s name in the corporate books because Alberto, one of the stockholders, opposed the transfer on the ground that the same violated the by-laws. Alberto offered to buy the shares at P12.50 per share, as fixed by the by-laws or a total price of P125,000 only. While the by-laws of Sta. Ana provides that the right of first refusal can be exercised “at a price not exceeding 25% more than the par value of such shares, the Articles of Incorporation simply provides that the stockholders of record” shall have preferential right to purchase the said shares.” It is silent as to pricing. Is Rafael bound by pricing proviso under the by-laws of Sta. Ana Corporation? (1994 BAR)