Federico V. Carandang vs. Valley Golf Club, Inc.

[SEC CASE NO. 3095. September 11, 1987.] FEDERICO V. CARANDANG , petitioner , vs . VALLEY GOLF CLUB, INC. , respondent . O R D E R Submitted for decision is the case filed by Federico V. Carandang against Valley Golf Club, Inc., for reinstatement as member of the Board of Directors of said corporation, on the ground that petitioner was arbitrarily removed from membership for no reason at all, during the September 26, 1986 meeting of the Board. In its answer, respondent averred that petitioner was not elected as member of the Board of Directors but was simply declared as such member by then Comelec member Bernardo Armea and that the Board of Directors has all the right to disqualify petitioner from sitting as member thereof considering that as of September 14, 1986, petitioner was delinquent in the payment of his dues and consequently he could not have been a stockholder in good standing. During the hearing on the trial in chief, both parties adopted mainly their evidence adduced on the petition for injunctive relief, in addition to the affidavit filed by respondent which forms part of their evidence. The sole issue in this case is whether or not respondent was justified in disqualifying petitioner from sitting as member of the Board of Directors of the Club. A thorough perusal of the records of the case at hand would show that petitioner was declared by Mr. Armea (in his capacity as member of the Comelec) as one of the directors for the year 1986-1987; that subsequent thereto, particularly on September 26, 1986 meeting of the Board, petitioner was disqualified from being a director for the reason that he was delinquent and ineligible to run as director pursuant to the corporate by-laws, in the September 14, 1986 annual membership meeting; that as per list of Delinquent members as of July 31, 1986, petitioner's name does not appear therein; thereafter, however, in the listing of delinquent members as of August 31, 1986, petitioner was listed as one of those delinquent in his dues; and, that on this basis, as heretofore mentioned, petitioner was disqualified by the Board. From the foregoing facts, we believe petitioner was unjustly disqualified by the Board on the sole basis that he was delinquent during the September 14, 1986 annual membership meeting on the ground that under the provisions of the By-Laws of the Club, specifically Section 3, Article VIII thereof, it is provided thus "Section 3. The account of any member be presented to such member every month. If any statement of accounts remain unpaid for a period of forty-five (45) days after cut-off date, said member may be posted as delinquent member. No delinquent member shall be entitled to enjoy the privileges of such membership for the duration of the delinquency. . . ." (See By-Laws of Valley Golf Club, Inc.). It is clear from the aforequoted provision that although petitioner's name appeared as delinquent, per August 31, 1986 list of delinquents, he could not yet be considered as delinquent within the contemplation of the By-Laws provisions for he still has forty-five (45) days grace period within which to pay the same and only after said period can he be considered and posted as delinquent. It is apparent that on the July 31, 1986 list of delinquents, petitioner's name did not appear therein. Thus by implication, petitioner has no outstanding dues for the said particular month, and as per by-law provision, " the account of any member shall be presented to such member every month ." It is presumed that only for the month of August, 1986 that petitioner had some unpaid accounts to the Club, but as we stated, only after the lapse of forty-five (45) days from August 31, 1986, can he be declared delinquent for petitioner to be deprived of his privileges appurtenant to such membership in the Club. WHEREFORE, respondent is hereby ordered to reinstate petitioner herein as member of the Board of Directors of Valley Golf Club, Inc., immediately upon receipt of this decision. SO ORDERED. (SGD.) ANTERO F.L. VILLAFLOR, JR. Hearing Officer