Mr. Rene C. Villa

May 19, 1992 Mr. Rene C. Villa No. 7, Valeria Street Iloilo City S i r : This refers to your letter requesting opinion on the following queries: 1. Is it possible to require all stockholders of Iloilo Golf and Country Club, Inc.,a stock corporation, to become members thereof? In the absence of a provision in the by-laws, a stockholder cannot be compelled to become at the same time a member of the Club. 2. Is it possible to assess monthly dues on stockholders who bought shares only for investment and not for the purpose of playing golf and availing of Club facilities? We find no legal basis why monthly dues should be assessed on stockholders who are not members of the Club. Their liability extends only to the unpaid balance of their subscriptions. 3. Is it possible to require as a condition for stock transfer or stock ownership that prospective buyer be a playing member? Shares of stock in a corporation are personal property, and as in the case of other personal property, the owner has absolute and inherent right, as an incident of ownership to sell and transfer the same at will, except insofar as the right may be restricted by the charter of the corporation or the general law . . . . In the absence of such restrictions, a bonafide transfer does not require the consent of the corporation, and cannot be prevented by it or by its officers. (SEC Opinion dated December 26, 1984 and October 23, 1968 ,citing 12 Fletcher, Cyc. Corps.,sec. 5452.) 4. In the event of non-payment of monthly dues, is it possible to sell at public auction the shares of stock of non-paying members to answer for their unpaid accounts? If so, what is the procedure for such a sale? Shares of stocks of stockholders who are not members of the Club cannot be sold at public auction for non-payment of monthly dues required for members only. It may be subject to delinquency sale under Section 68 of the Corporation Code only if declared delinquent for non-payment of unpaid subscription. LibLex Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman