Atty. Dennis B. Recon

December 3, 1991 Atty. Dennis B. Recon P.O. Box EA-7 1000 Ermita, Manila S i r : This refers to your letter of August 2, 1991 requesting opinion on the following queries: Whether or not WACK WACK GOLF & COUNTRY CLUB, a non-stock, non-profit corporation ,can validly refuse a proprietary share owner's request for the registration in its books of an assignee of a portion of his share as co-owner thereof, and whether said assignee is entitled to the exercise of the same rights and privileges as the original member-assignor. Under the Corporation Code, the general rule is that membership in non-stock, non-profit corporation is personal and non-transferable except when the articles or by-laws so provide otherwise. The Code provides, thus: "SECTION 90. Non-transferability of membership . Membership in a non-stock corporation, and all rights arising therefrom, are personal and non - transferable . unless the articles of incorporation or by-laws otherwise provide ." (Emphasis supplied) Corollary thereto, the By-Laws of the Club provides: "SECTION 8. ... (b) Transfers . A Membership Fee Certificate may be transferred or assigned by the Proprietary Member by endorsing the same or executing an assignment separate from the certificate. However, the transfer shall not be effective until after the transferee's admission to membership has been recommended by the Membership Committee and approved by the Board of Directors (As amended on July 17, 1983).(Emphasis supplied) While under the foregoing provision of the Club's by-laws proprietary membership is transferable, any transfer or assignment thereof does not confer membership and is not binding and effective with respect to the Club until the transfer is duly approved and accepted by the Board of Directors. Likewise, it is worth mentioning that private voluntary organizations, including non-profit or non-stock corporations, may usually accept or refuse members as they choose, subject only to the enabling or governing statute and the organization's own constitution, charter and by-laws. In the absence of charter or statutory restrictions, a non-profit or non-stock corporation may determine who shall be admitted to membership, and how they shall be admitted. It may exclude any person whom it deems unfit for membership: Indeed, in the absence of restrictions, it may act arbitrarily, and exclude any person it may see fit, and the courts have no power to interfere. In other words, it is free to fix qualifications for membership; and to provide for termination of membership which does not meet the standards fixed by the association. (12-A Fletcher Sec. 5687, citing several cases). In the light of the foregoing, the Board of Directors has the discretion to refuse or recognize transfer or assignment of a portion of a proprietary membership. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman