Manila Polo Club, Inc.

October 10, 1985 Manila Polo Club, Inc. McKinley Road, Forbes Park Makati, Metro Manila Attention : Mr . Luis C . Nepomuceno Sir : This relates to your letter dated September 30, 1985, requesting the opinion of this Commission on the query posed therein. LibLex Section 1, Article VII of the by-laws of Manila Polo Club Inc. provides, thus: "SECTION 1. Club Dues . Proprietary and associate members shall pay monthly dues called Club dues in accordance with the following schedule, payable in advance: (1) Proprietary Members P200.00 (2) Associate Members 200.00 Club dues shall be used to meet the expenses for the maintenance and improvement of its premises and facilities." As stated in your letter, the Club desires to assess each Club member a minimum usage fee in the amount of P600.00 payable monthly. Of the said fee, the amount of P200.00 will be applied to the regular monthly club dues and the balance will be applied to the member's chits or accounts to the Club during the month in which the fee was paid or during a certain period, i.e., the quarter period of the month when payment was made. Should a member incur no chits or accounts to the Club during the said month or period, or should his chits or accounts be less than the balance of the fee after deducting the P200 regular monthly Club dues, the unused balance will be forfeited in favor of the Club. In the light of the provision of Section 1, Article VII of your by-laws, may the Club legally impose the proposed minimum usage fee? Anent thereto, Article VII (g) of the Articles of Incorporation of that corporation provides as follows: "(g) Proprietary members as well as other memberships established in the By-laws shall be subject to the payment of monthly dues called Club dues as may be prescribed in the by-laws or by the Board of Directors , in order to meet the expenses for the general operations of the Club and for the maintenance and improvement of its premises and facilities. . . .". (Emphasis supplied) The above-quoted provision of your corporate charter discloses that club dues may be prescribed by the by-laws or resolution of the board of directors. Section 1, Article VIII of your by-laws fixed the amount of P200.00 as monthly Club dues against proprietary and associate members alike to defray the expenses for the maintenance and improvement of the Club's premises and facilities. Lately, however, the corporation proposes to assess each club member a minimum monthly usage fee of P600.00 seemingly through a resolution of the board of directors. Anent thereto, please be informed that the acceptance of the charter binds a Corporation to the performance of all the conditions upon which it is granted (1 Fletcher, Cyc. Corp., 1963 Rev. Vol., sec. 165, p. 652. Citing Federal Crude Oil Co. vs. Young Lee Oil Co., 122 Tex 21, 52 SW2d 56). A by-laws can neither enlarge the rights and powers conferred by the charter nor restrict the duties and liabilities imposed thereby, and in case it attempts so to do, the charter will prevail, even though the by-laws may be in accord with statutory laws. (Fletcher, sec. 4190, p. 717) Considering, therefore, that the board of directors is empowered under the charter of the corporation to prescribe club dues of members, the corporation, through a resolution of the board, may legally impose a different usage fee therefor. prcd Very truly yours, (SGD.) MANUEL G. ABELLO Chairman