Dr. Jose R. Relacion

September 3, 1984 Dr. Jose R. Relacion Past President Philippine Obstetrical and Gynecological Society, Inc. (POGS) 1122 General Luna St., Ermita Metro Manila Sir : This relates to your letter dated August 22, 1984, requesting the opinion of this Commission on the queries stated therein. You allege in your letter that the Philippine Obstetrical and Gynecological Society, Inc. (POGS), hereinafter referred to as The Society, is a duly registered non-stock association, incorporated in 1961, with eight hundred (800) members, more or less. Sometime in 1982, it authorized its board of directors to organize a Foundation for the special purpose of raising funds. Thus, the Obstetrical and Gynecological Foundation of the Philippines, Inc., hereinafter called the Foundation, was formed for which a certificate of incorporation was issued by this Commission on March 7, 1983. Records disclose that The Society donated the sum of Fifty Thousand P50,000.00) Pesos as initial capital of the Foundation. Your queries are: (a) Is it correct for the Foundation to claim that all members of The Society are likewise members of The Foundation by virtue of the former's donation of P50,000.00 as initial capital of The Foundation? and (b) Is it the Society itself, as a juridical person, who i a member of The Foundation? Anent your first query, the same is answered in the negative. In the absence of a specific provision in the by-laws of the Foundation making the 800 members of the Society automatically members by virtue of the donation of P50,000.00, these 800 persons cannot be deemed to have become members of the Foundation because of said contribution or donation alone. Membership in a non-stock corporation is acquired by complying with the particular manner or mode of acquiring membership therein as provided in its valid by-laws (12 Fletcher 583-584), and therefore, anyone who desires to be a member of the Foundation must comply with the provisions of its by-laws, stating: "ARTICLE I Members "SECTION 1. Members . Any person who believes in the purpose of the Foundation may become a member. "SECTION 2. Classes . Members may be classified as follows: a. Honorary Member Any person who has served the Foundation with distinction in any field of endeavor need not pay dues. b. Institutional Member Any duly registered corporation, institution or organization which contributes a minimum of P1,000.00 every year. c. Life Member Any person who contributes P1,500.00 d. Regular Member Any person who regularly pays an annual fee of P100.00. "xxx xxx xxx." Moreover, the articles of incorporation of the Foundation provides as follows: "Tenth. That the present members of the corporation are the incorporators thereof and the names of its members who may be admitted in accordance with the by-laws shall be submitted from time to time to the Securities and Exchange Commission." To date, the records do not show that any additional members were admitted by the Foundation exclusive of those whose names appear in its articles of incorporation. As regard your second query, please be informed that there is nothing in the record of Obstetrical and Gynecological Foundation of the Philippines, Inc. which shows Philippine Obstetrical and Gynecological Society, Inc. as an institutional member thereof. Thus, this Commission regrets that it cannot give you a definite answer on the matter until the membership book of the Foundation is duly presented to this office for verification. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman