Mr. Geronimo O. Veneracion, Jr.

September 16, 1991 Mr. Geronimo O. Veneracion, Jr. Veneracion Law Office 33 Victoria Avenue New Manila, Quezon City S i r : This refers to your letter dated August 6, 1991 requesting opinion on the application of the following provision of the Amended By-Laws of WACK WACK GOLF AND COUNTRY CLUB: "SECTION 3. . . . (b) No Dual Membership. A person in the waiting list for proprietary membership may remain in the list even if he is elected or designated Associate or Playing Representative or Playing Guest but the moment he is elected a proprietary member he automatically loses his status as Associate Member or Playing Representative or Playing Guest except those who were both proprietary or Associate members on August 7, 1962. (As amended on July 29, 1984). llcd As stated, a corporation acquired a proprietary share of the Club and is thus eligible for membership in the Club as Proprietary Member. However, it has lost interest in becoming a Proprietary Member of the Club and instead desires to sell its proprietary share to another. Another corporation who has expressed interest in applying for membership in the club as Proprietary Member has requested your client to act as its trustee solely for the purpose of holding temporary legal title to the proprietary share for ultimate transfer to it of the legal title to said proprietary share. Because of the aforequoted provision of the Revised By-Laws of the Club, your client is apprehensive that if it becomes the trustee of this interested buyer, he will lose his status as an Associate Member of the Club. In view of the foregoing, you would like to obtain confirmation that your client may act as trustee of this interested buyer solely for the purpose of holding a temporary legal title to the proprietary share of the Club and still retain his status as an Associate Member of the Club. Membership in a corporation cannot be acquired except in the particular manner or mode of acquiring the same, as provided for in the corporate by-laws. The pertinent provisions of the amended by-laws of Wack Wack Golf and Country Club provide: "SECTION 6. . . . (b) Proprietary. A Proprietary member is a natural or juridical person in whose name a Membership Fee Certificate has been issued . . . . ." (Emphasis supplied) "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) It is clear from the above provisions that only those persons in whose names Membership Fee Certificates are issued are considered "proprietary members", and while proprietary membership in the Corporation may be transferable, any assignment or transfer in whatever manner or form does not carry with it the transfer of the privileges of a proprietary member and is not binding with respect to the Club, unless it complies with the aforementioned transfer procedure. Accordingly, if a Membership Fee Certificate has not been issued in the name of the trustee, he remains an associate member. Please be advised accordingly. cdlex Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman