Mr. Antonio M. Elicano

September 29, 2000 MR. ANTONIO M. ELICANO 1591 Cypress Street, Dasmarias Village Makati City S i r : This refers to your letter dated August 16, 2000 inquiring on any SEC policy or rule relative to voting rights of " delinquent members ". EaHDcS As stated, you are in the process of organizing a non-profit, non-stock corporation to engage in civic work. Being aware that many civic or social associations are governed by by-laws which suspend the voting privilege of delinquent members who have not paid their dues, you would like to know whether the by-laws of non-stock, non-profit corporations can stipulate that the voting rights of delinquent members shall be exercised, during the period of delinquency, by a chairman of general membership meeting of the corporation. The Corporation Code provides: "SECTION 71. Effect of delinquency . No delinquent stock shall be voted for or be entitled to vote or to representation at any stockholder' meeting, nor shall the holder thereof be entitled to any of the rights of a stockholder except the right to dividends in accordance with the provisions of this Code, until and unless he pays the amount due on his subscription with accrued interest, and the costs and expense of advertisement, if any." While the above provision pertains to stock corporations, the same may be made to apply to non-stock corporations pursuant to Section 87 of the Corporation Code paragraph 2 thereof which provides that: " The provisions governing stock corporation, when pertinent, shall be applicable to non-stock corporations, except as may be covered by special provisions of this Title ." CHDTIS Inasmuch as there is no specific provision in the Corporation Code relating to delinquent members of non-stock corporations, Section 71 of the Corporation Code shall apply. Thus, like delinquent stockholders, delinquent members are not entitled to vote. Therefore, there is no voting right to be delegated. Accordingly, the above-mentioned stipulation in the by-laws can not be allowed. Very truly yours, (SGD.) FE ELOISA C. GLORIA Commissioner