Atty. Manuel O. Chan, Jr.

March 12, 1987 Atty. Manuel O. Chan, Jr. Manila Golf & Country Club, Inc. C.C.P.O. Box 596 Makati, Metro Manila Gentlemen: This refers to your letter dated March 9, 1987, requesting opinion on whether assignees of proprietary members of Manila Golf & Country Club Inc.,can be elected as directors of the Club. The pertinent provisions of the Corporation Code provide: "SECTION 23. . . . Unless otherwise provided on this Code, the corporate powers of all corporations formed under this Code shall be exercised, all business conducted and all property of such corporation controlled and held by the board of directors or trustees to be elected from among the holders of stocks or where there is no stock, from among the members of the corporation ,who shall hold office for one year (1) and until their successors are elected and available. ... Trustees of non-stock corporation must be members thereof ....(emphasis supplied) SECTION 92. ...No person shall be elected as trustee unless he is a member of the corporation ....(Emphasis supplied) It is clear from. the aforecited provisions of law that the basic qualification of a candidate for director is membership in the corporation. Corollary thereto, the amended by-laws of the Club provide the following as members thereof: "SECTION 2. There shall be two general classes of members of the Club, proprietary and non-proprietary. Proprietary members are individuals or companies ( through their assignee member ) owning one (1) full membership certificate consisting of one hundred (100) units. ..." (emphasis supplied) "SECTION 18. The corporate powers of the Club shall be exercised, its operations managed, and its property controlled by a board of eleven directors, who shall be elected from individual proprietary members and assignees of proprietary members. Assignees of company and/or individual proprietary members shall be considered as members of the club." ...(emphasis supplied) Considering that assignees of proprietary members are considered as members of the Club, they are qualified to be nominated and elected as directors. Your query, therefore, is answered in the affirmative. Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman