Mr. Fernando L. Uy

October 10, 1989 Mr. Fernando L. Uy Philippine Coconut Research and Development Foundation, Inc. 3rd Floor, Old Philcoa Bldg. Don Mariano Marcos Avenue Diliman, Quezon City S i r : This refers to your letter dated August 24, 1989, requesting opinion on the following query quoted hereunder: "Can a non-stock, non-profit foundation operate on a cumulative voting depending on the amount of donation or contribution by donor members vis-a-vis the "one member, one vote rule" for non-stock corporation?" In relation to the foregoing query, can the Philippine Coconut Research and Development Foundation, Inc. amend its by-laws, the amendment to read as follows: "All members are entitled to vote but donor members shall be entitled to such number of votes in proportion to their donations at the rate of one vote for every P1,000 or P10,000 as the case may be." llcd The pertinent provision 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, such member, regardless of class, shall be entitled to one vote." (emphasis supplied) From the above provision it is clear that the by-laws may provide for the desired voting rights of the members of a non-stock corporation. Accordingly, your query is answered in the affirmative. However, it appears from the proposed amendment that the voting rights of donor members are not clearly established because of the use of the word "or" inserted between P1,000.00 and P10,000.00. In order to prevent confusion, it is advised that the same be modified to reflect specifically the intended votes for a certain amount of donation. Please be guided accordingly. Very truly yours, (SGD.) RODOLFO L. SAMARISTA Associate Commissioner