Ponciano C. Marquez

February 23, 1993 Ponciano C. Marquez Virjen Shipping Corporation Vir-jen Building, 1971 Taft Avenue Malate, Manila S i r : This refers to your letter of February 22, 1992 requesting opinion on the query posed therein: cdll As stated, the by-laws of Philippine Columbian Association, Inc. provides that " the right to vote at any meeting shall be exercised only by Proprietary Members in good standing ".Your query is, whether "delinquent members" are counted in determining the existence of a quorum for purposes of election of directors of said corporation. The pertinent provision of the Corporation Code provides: SECTION 24. Election of directors or trustees . At all elections of directors or trustees, there must be present ,either in person or by representative authorized to act by written proxy, the owners of the majority of the outstanding capital stock, or if there be no capital stock, majority of members entitled to vote ....Provided, however, That no delinquent stock shall be voted ....Any meeting of the stockholders or members called for an election may adjourn from day to day or from time to time but not sine die or indefinitely if, for any reason, no election is held, or if there are not present or represented by proxy, at the meeting, the owners of a majority of the outstanding capital stock, or if there be no capital stock, a majority of the members entitled to vote ." (Emphasis supplied) It is clear from the above statutory provision that the required quorum for the election of the board of directors of a non-stock corporation is majority of the members entitled to vote. Accordingly, since under the by-laws of subject corporation only proprietary members in good standing are entitled to vote, "delinquent members" should not be included in determining the existence of the required quorum. Please be advised accordingly. llcd Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman