Atty. Ricardo M. Solomon, Jr.

December 28, 1989 Atty. Ricardo M. Solomon, Jr. Bonifacio Law Office Ground Floor M.J.C. Building 738 Aurora Boulevard Corner Balite Drive Quezon City Sir : This refers to your letter dated November 13, 1989, inquiring whether there is any legal impediment for the board of directors of Alabang Country Club, Inc. to assess additional fees to assignee members of the club. prcd The pertinent provisions of the by-laws of the Alabang Country Club, Inc. provide: "SECTION 3. Powers . The Board of Directors, in addition to the powers conferred by these by-laws, shall have the right to exercise such power and perform such acts as may be exercised by the club . . .. xxx xxx xxx e. to adopt rules and regulations for the admission of members including the payment of fees , dues and assessment, penalties, the government of the members and management of the affairs of the club, its property and facilities. xxx xxx xxx". (emphasis supplied) Article XII "SECTION 1. Transfer Fees and Monthly Dues . The Board of Directors shall fix and review from time to time the amount of the transfer fees and the monthly dues referred to in Section 2(a) herein as well as entrance fees charged for the actual use of the facilities of the club. Monthly dues shall be payable only when the club starts operation on the date fixed by the Board of Directors." (emphasis supplied) It is well-settled that by-laws signify the rules and regulations or private law's enacted by the corporation to regulate, govern and control its own actions, affairs and concerns, and its stockholders or members and directors and officers with relation thereto and among themselves in their relation to it. In other words, by-laws are the relatively permanent and continuing rules of action adopted by the corporation for its own government and that of the individuals composing it and having the direction, management and control, in whole or in part, of its affairs and activities. (9 Fletcher Cyc. Corps., Revised Edition, sec. 4166). The board of directors, having been authorized under the by-laws to determine and fix the dues of the members, may assess additional fees to assignee members. The assessment, however, should be fair and reasonable. prcd Please be advised accordingly. Very truly yours, (SGD.) RODOLFO L. SAMARISTA Associate Commissioner