Mr. Benjamin A. Aquino

May 8, 1989 Mr. Benjamin A. Aquino National Economic and Development Authority Amber Avenue, Pasig Metro Manila Sir : This refers to your letter dated December 2, 1988, seeking clarification on who among the members of the Knights of Columbus Fraternal Association of the Philippines, Inc. (KCFAPI) has the right to vote and be voted for as members of its Board of Trustees. cdll For non-stock corporations, the Corporation Code has a separate provision relative to the right of the members to vote on corporate matters. The law provides, thus: "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, each member, regardless of class, shall be entitled to one vote".....(Emphasis supplied). From the foregoing provision, it is clear that the articles of incorporation or the by-laws of a non-stock corporation may limit, broaden or even deny a member's right to vote. In the case of KCFAPI, the right to vote for the members of the Board of Trustees is limited to the founder members .The by-laws of subject corporation provide thus: Article IV Sec . 2 (g-3, par 2) " Founder members shall have the exclusive right to vote in the election of the members of the Board of Trustees. ..." Article V, par . 4 "For the purpose of voting in the election of members of the Board, the following rules shall be observed: A. Only individual KC members and members of the Philippine Catholic Hierarchy, who are Founder Members and personally present during the meeting shall be entitled to vote. B. Council Founder Members ,however, may exercise the right to vote through the Grand Knight personally present or through a Knight of Columbus member designated by the Grand Knight to represent the Council." As to who are founder members, Sec. 2 (a) of Article IV of the by-laws provide: "a) Founder Members who shall be: 1. Members in good standing of the Knights of Columbus in the Philippines who have contributed a sum of not less than P500.00 under such terms as may be decided by the Board of Trustees; or 2. Councils of the Knights of Columbus in the Philippines to be represented by the Grand Knights thereof upon payment of the membership fee of P500.00 and under such terms as may be divided by the Board of Trustees. As regard the query on who are entitled to be voted as members of the Board of Trustees, Section 47 of the Corporation Code provides: "SECTION 47. Contents of by-laws . Subject to the provisions of the Constitution, this Code, other special laws, and the articles of incorporation, a private corporation may provide in its by-laws for. . . . 5. The qualification ,duties and compensation of directors or trustees ,officers and employees." LibLex Corollary thereto, Article IV, Sec. 2 (2nd to the last paragraph and Article V, Sec. 3 of the by-laws provide: Article IV, Sec . 2 (2nd to last paragraph) "Founder members shall have the exclusive rights to vote in the election of the members of the Board of Trustees, choosing from among themselves or among the other members of the Association who have attained at least the Third Degree of the Order of the Knights of Columbus and at any and all corporate purposes whatsoever. The rights and privileges exercised by Founder Members shall be transmitted to their qualified assignees in case of individuals, or successors in office in case of councils or members of the Philippine Hierarchy, provided that such assignees or successors in office should be members of the Knights of Columbus in the Philippines in good standing . Article V, Sec . 3 . "SECTION 3. Members of the Board of Trustees shall be at least Third Degree members of the Order of the Knights of Columbus, in good standing and members (founder or regular) of the Association . Thus, only members who meet the qualifications prescribed under the aforecited provisions of the by-laws are qualified to be elected as members of the Board of Trustees. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman