Miss Fely R. Laurel

July 6, 1988 Miss Fely R. Laurel c/o Alabang Country Club, Inc. Alabang Metro Manila Madam : This relates to your letter, dated May 11, 1988, requesting for opinion on the queries posed therein. It appears therein that you are a stockholder of Alabang Country Club. Inc. (ACCI) but you have assigned your playing rights therein. Corollary thereto, your queries are: 1. Does the assignment of playing rights mean that you are no longer a regular member of the club? 2. Does the assignment forfeit your rights pertaining to stockholders under the Corporation Code? 3. Does she assignment prevent you from being appointed chairperson of committee or sub-committee? The pertinent provision of the amended articles of incorporation of Alabang Country Club, Inc. provides under Article II thereof as follows: "8. A holder of a share of stock of the Corporation is not ipso facto member of the club. He must file an application for club membership or he may assign his playing rights to an assignee. ..." "SECTION 2. a. Regular Members are natural persons who are registered owners of shares of stock and duly designated representatives of juridical entities whose names stock certificates have been issued." Anent your first query, insofar as the context of Section 2(a) Article II of the new by-laws of ACCI is concerned, you are still a regular member of the Club, considering that you are the registered owner of a share of stock of the corporation. In connection with your second query, the assignment of your membership in the ACCI in favor of a third party suspended your right as a regular member to the use and enjoyment of the facilities of the Club ,and as such, you are only entitled of the proprietary right to the assets and properties of the Club, the right to elect , and other rights pertaining to a stockholder under the Corporation Law. (Sec. 2, par. 4, New by-laws of ACCI. Emphasis supplied) As regards your third query, Section 2 (par. 2),Article II of the new by-laws of ACCI provides that "Regular members are entitled to use all the facilities and privileges of the Club, subject to the rules and regulations of the Club, and shall have the right to vote and hold office ".(Emphasis supplied) By implication therefore, a regular member who has assigned his playing rights to another and has then been denied the use of the facilities and privileges of the Club, cannot be voted to office in the Club. As appearing in Section 2 (par. 4),Article II of the ACCI's new by-laws, the right to hold office has been withheld of a stockholder who has assigned his rights to an assignee. It would indeed be inconsistent for a regular member who is denied the use of the facilities and privileges of the Club to be serving therein as a director, officer, or chairperson of a committee or sub-committee. Your third query is therefor answered in the affirmative. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman