Mr. Consorcio Yusiong

April 6, 1984 Mr. Consorcio Yusiong 84 Justice Romualdez Street Tacloban City Sir : This refers to your letter dated March 13, 1984 requesting for opinion of this Commission on the following queries: 1. Does a member of the Board of Directors of a non-profit organization not duly registered with the Securities and Exchange Commission have any legal personality to represent it in any litigation in court? 2. Are resolutions passed by the Board of Directors of the above organization binding on third parties other than its members? An unregistered organization has no legal personality separate and distinct from its members. As such, it is denied the rights and privileges which are incident only to incorporation. It cannot sue or be sued, enter into contracts nor acquire properties under its common name. It has been held also that it is not competent to act or create agents or confer upon another authority to act on its behalf, and those who act or purport to act as its representatives or agents do so at their own risks. ( SEC Opinion dated March 24, 1972 citing Martin citing Vda. de Salvatierra vs. Garlitos, et al., L-11442, May 23, 1958). We, therefore, answer your first query in the negative. In view of the above reply, we need not answer your second query. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman