Ms. Noralyn Ibarra

July 31, 1992 Ms. Noralyn Ibarra Readers' Center San Narciso, Zambales M a d a m : This refers to your letter of July 8, 1992 requesting opinion relative to the voting power of the members of a non-stock corporation. LexLib As stated, you intend to become a member of a non-government, non-stock, non-profit development foundation. The members of said foundation have unequal amount of contribution to the capital/fund of the corporation. Your query is, whether each member would have only one (1) vote or would members with more capital contribution be entitled to more votes. The pertinent provision of the Corporation Code provides: "SECTION 89. Right to vote . 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 . ..." (Emphasis supplied) The articles of incorporation or by-laws of a non-stock, non-profit corporation may, therefore, provide for the desired voting rights of the members. Unless so provided, each member, regardless of the amount of his/her contribution, shall be entitled to only one (1) vote. Please be advised accordingly. cdlex Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman