Atty. Annie Victoria G. Aguilar

September 2, 2002 SEC OPINION Atty. Annie Victoria G. Aguilar Tan Acut & Lopez Law Offices 23rd Floor, Philippine Stock Exchange Road, Ortigas Center, 1605 Pasig City Dear Atty. Aguilar, This refers to your letter dated August 15, 2002 wherein which you request a further clarification of our Opinion dated August 5, 2002 regarding Forest Hills Golf and Country Club. Considering only the issues you raised, we further opine as follows: Regarding the first query, the articles of incorporation and by-laws of the club clearly state that " the amount of monthly dues to be paid by its registered owners and members shall be that amount as may be fixed by its board of directors through a board resolution ." Precisely, the Commission has opined that all of them, whether a plain shareholder or member are subject to the payment of monthly dues. If however, no such resolution prescribing the amount of monthly fees has been validly enacted and implemented, logically, there would be no manner by which the amount to be paid could be ascertained and for which the registered owners or members could be required to pay. Regarding the second issue, and considering your premise, should there be no rules promulgated by the board of directors governing withdrawal of membership, then it may be assumed that the withdrawal may be made by a member without any restraint. Consequent to such withdrawal, the withdrawing member would no longer be liable for membership dues. The articles and by-laws provide however that said member will still be subject to the payment of monthly dues until such time that a complete disposal of the share or auction of the share is effected. AEaSTC Very truly yours, (SGD.) JESUS E.G. MARTINEZ Commissioner