Mr. Ruben De Ocampo

May 6, 2002 SEC OPINION Mr. Ruben De Ocampo Olongapo Wesley School Inc. 890 Rizal Avenue, East Tapinac, Olongapo City Dear Mr. Ocampo, This refers to your letter dated December 10, 2001 requesting opinion on the following query: "Does an incorporator who was a Filipino citizen lost his/her eligibility to be a member of the corporation if he/she becomes a citizen of another country?" Section 1, Article V of the Amended By-laws of Olongapo Wesley School Inc. provides that " the members of this corporation shall be those named in the articles of incorporation as the original incorporators thereof and such other persons as may from time to time be admitted into membership ." Based on the aforequoted by-law provision, an incorporator is among those considered as a member of the corporation. However, Section 2 of the same article sets forth the qualifications for membership in the corporation, as follows: "Any person who is a citizen of the Philippines , is at least eighteen (18) years of age, believes in the aims and purposes for which this corporation has been organized and established, never been convicted of a crime involving moral turpitude, and is an active member of the Wesley United Methodist Church in Olongapo City is qualified to become a member. It appears that pursuant to Section 2 as aforequoted, the loss of Filipino citezenship may be a ground for disqualification of a member. The termination of membership however should be done in accordance with the procedure prescribed by the by-laws and the rules and regulations of the association. Section 5 of Article V of the by-laws mandates that the suspension, expulsion and termination of membership, shall be in accordance with the rules and regulations of the association . . . Provided that where the penalty is expulsion, the affirmative vote of majority of all the members of the association shall be necessary." Hence, the disqualification or termination of membership of an incorporator/members must be pursued in accordance with the by-laws and the rules and regulations of the corporation. Very truly yours, (SGD.) BENITO A. CATARAN Director Company Registration and Monitoring Department