A & T Condominium Corporation

May 9, 2000 A & T Condominium Corporation 244 Escolta St. Manila Attention: Mr . Manuel Tomas President S i r : This refers to your letter dated April 13, 2000 requesting opinion on how the board of directors of the above-named condominium corporation shall be elected given the following facts: 1. The by-laws of the corporation provides that each member is entitled to one vote for every one square meter of the floor area of the unit owned by him. 2. Although such provision states the basis of the voting power, it does not provide how these votes will be counted or credited to each nominee. caudate In the election of the board of directors of a "non-stock" corporation, the following procedure is laid down under the Corporation Code: "SECTION 24. Election of directors or trustees ... Unless otherwise provided in the articles of incorporation or in the by-laws ,members of corporations which have no capital stock may cast as many votes as there are trustees to be elected but may not cast more than one vote for one candidate .Candidates receiving the highest number of votes shall be declared elected ..." (Emphasis supplied) Thus, for non-stock corporations, members may cast as many votes as there are trustees to be elected but they may not cast more than one vote for one candidate, unless otherwise provided in the articles of incorporation or in the by-laws . Inasmuch as the by-laws of your corporation specifically provides for a formula in determining the number of votes of which a member is entitled, such by-law provision should be the basis of determining how many votes can a member cast to each candidate. Giving a member a different voting right, other than one (1) vote for each member is allowed under Section 89 of the Corporation Code, quoted hereunder: "SECTION 89. Right to Vote . The right of the members of any class or classes to vote may be limited, broadened, or denied to the extent specified in the articles of incorporation or the by-laws. Unless so limited, broadened, or denied, each member, regardless of class, shall be entitled to one vote." (Emphasis supplied) Thus, applying the above-cited provisions in the present case, if a member of the corporation is entitled to 1,000 votes on the basis of the size of floor area he owns in the condominium corporation, and there are 5 directors to be elected, he may give each candidate 1,000 votes. But if he wants to vote only 1 candidate, he can cast only 1,000 votes for such candidate not 5,000, as cumulative voting is allowed only if authorized in the articles of incorporation or by-laws. LexLib Very truly yours, (SGD.) SONIA M. BALLO Director Corporate and Legal Department