Mr. Marcelo V. Fernandez

November 11, 1993 Mr. Marcelo V. Fernandez Philippine Electronic & Computer Institute Barrera St.,Poblacion, Baliuag, Bulacan S i r : This refers to your letter of April 1, 1993 informing this Commission of the refund of the contributions of certain incorporators of Philippine Electronics and Computer Institute, Inc.,a non-stock corporation. llcd As a general rule, in a non-stock, non-profit corporation, the members contribute capital funds to the corporation, for the furtherance of its objectives, not for the purpose of investment to earn profit for themselves. As aptly defined in Section 87 of the Corporation Code. "a non-stock corporation is one where no part of its income is distributable as dividends to its members, trustees or officers." Accordingly, the incorporators or members of a non-stock corporation are not entitled to any profit or other accumulated funds or assets of the corporation. In other words, a non-stock, non-profit corporation only holds its funds or assets in trust for the carrying out the objectives and purposes expressed in its charter. However, the articles of incorporation or by-laws of a non-stock corporation, subject to Section 94 and 95 of the Corporation Code ,may provide for the distribution of its assets among its members upon its dissolution, except with respect to those assets received by the corporation which are subject to restrictions as to their use or return, or assets which holds upon some trust, public or private, in which case the claims of the state, beneficiaries or of the founder and his successor may have to be considered. llcd Thus, until the corporation is dissolved and unless it is so provided/ allowed in the articles of incorporation or by-laws, the members of a non-stock corporation are not entitled to the refund or return of their contribution. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman