Ms. Myrna Yao and Patria M. Alvarez

July 3, 1992 Ms. Myrna Yao and Patria M. Alvarez Richwell Trading Corp. 25 Quezon Avenue Quezon City Mesdames: This refers to your letter of June 25, 1992 requesting opinion on the validity of the election of the Board of Trustees of Quezon City Chamberette Foundation, Inc. held on June 11, 1992 wherein the members were allegedly allowed to exercise the right to vote on the basis of the amount of their contributions. Please be advised that the Commission, does not, as a matter of settled policy, render opinion on queries based on allegations involving issues which may eventually be litigated in the future or which could only be clarified and determined in a proper proceeding, such as those presented in your letter. The opinion which may be rendered thereon would not be binding upon private parties who would in all probability, if the opinion happens to be adverse to their interest, take issue therewith and contest it before the Court. For this reason, the Commission refrains from giving categorical answer to your query so that it will not be estopped to decide on the issue raised therein if brought before it in a proper proceeding. However, for purposes of information only, the following may be imparted. LexLib Section 89 of the Corporation Code provides: SECTION 89. Right to vote . The right of the members of any class or classes to vote may be limited, broadened or denied to the extent specified in the articles of incorporation or the by-laws . Unless so limited, broadened or denied, each member, regardless of class, shall be entitled to one vote . Unless otherwise provided by the articles of incorporation or by-laws, a member may vote by proxy in accordance with the provisions of this Code. . . . (Emphasis supplied) Thus, to be valid, the desired voting rights must be provided for in the articles of incorporation or by-laws of the corporation. Unless so provided, the members, regardless of class, shall be entitled to only one (1) vote. Should you feel you have a cause of action against the corporation, its officers or directors, you may file a verified complaint with the Securities Investigations and Clearing Department of this Commission pursuant to P.D. 902-A, as amended, which provides: SECTION 5. In addition to the regulatory and adjudicative functions of the Securities and Exchange Commission over corporations, partnerships and other forms of associations registered with it as expressly granted under existing laws and decrees, it shall have original and exclusive jurisdiction to hear and decide cases involving: xxx xxx xxx (c) Controversies in the election or appointments of directors, trustees, officers or managers of such corporations, partnerships or associations. xxx xxx xxx Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman