Asociacion de Damas de Filipinas

November 19, 1982 Asociacion de Damas de Filipinas 1451 Pres. Quirino Avenue Paco, Manila Attention : Ms . Teresita Cruz Sison Mesdames: This has reference to your letter dated October 29, 1982, requesting opinion on the queries posed therein. It appears therein that the Asociacion de Damas de Filipinas (ADF), established in 1913 and whose corporate life was extended to year 2019 held its last elections of September 27, 1989. It was not able to hold its election since then. Instead, the Settlement House Foundation Inc. (SHF) which was organized by the 1980-81 Board of Directors of the ADF and which was registered with the SEC on December 15, 1980, was the one that held its first annual election on September 26, 1981. It appears further that some ladies were admitted as new members immediately before and during the 1981 SHF elections and for the first time paid their membership dues to qualify as candidates to the SHF Board of Directors and to which they are actually elected on 26 September 1981. Their membership dues were receipted in ADF's official receipts as SHF did not have its receipt then. You now want to know whether they are members of the ADF or of the SHF and whether the same principle will apply to other new members who were admitted at the same time but did not run for the SHF Board. We regret to inform you that this Commission would not render an appropriate opinion based on facts alleged in your letter since the same is a matter of evidence and therefore a justiciable issue which could only be clarified and determined in a proper proceeding. Like in other letter-queries of similar nature, the Securities and Exchange Commission has adopted the policy if not taking any action that will prejudice the outcome of the case, if it will eventually be litigated in the future. Thus, instead of rendering an opinion on said questions and in order to afford the parties due process of law, we suggest that you file the necessary verified complaint with this Commission. Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner