Mr. Santiago Padalla

January 4, 1984 Mr. Santiago Padalla President, Mt. Province Elderly Resource Development Federation, Inc. Bontoc, Mountain Province Sir : This has reference to your letter dated October 6, 1983 requesting the opinion of this Commission on the queries posed therein. Hereunder are our reply to your questions: 1. The posting of bond by the Treasurer is required by this Commission in its Rules and Regulations for Non-Stock Corporations so as to safeguard the funds of the association. Please note that the amount of bond is discretionary with the board such that if your association is a purely socio-civic association and has no capital (except for the initial capital contribution as required by the Code), the amount of bond can be very minimal; 2. There is no limit as to the number of members the association can have provided that the names of the additional members are submitted to this office from time to time; 3. A corporation acts only through its board of directors, it being a juridical entity, so that a board of directors is imperative (Section 23 of the Corporation Code); 4. When an association incorporates, it acquires juridical personality distinct and separate from its members. Such incorporation also enables the association to exercise the powers which its charter and the Corporation Code grant to the association. It is for these reasons that associations, not engaged in mercantile or commercial transactions, like civic, recreational, charitable, religious, political or social organizations incorporate as non-stock corporation ( Opinion dated March 26, 1968, Letter to Atty. Antonio Enrile Inton );and 5. If the municipal associations are merely chapters of the proposed association which you are intending to register with this Commission, the former need not register separately; however, if they want to have a separate and distinct juridical personality from that of the latter they have to be registered with this Commission so they can acquire independent juridical status. Please be advised accordingly. LexLib Very truly yours, (SGD.) CORAZON I. MORANDO Director Corporate and Legal Department