Mr. Carlos L. Agustin

June 16, 1998 Mr. Carlos L. Agustin 2 Hibiscus, The Orchard Dasmarias, Cavite S i r : This refers to your letter dated June 2, 1998, inquiring on the "voting rights" of "non-dues paying" shareholders/members of Country Clubs. In the case of " stock " corporations, the Corporation Code is explicit that the moment a stock becomes delinquent, the holder thereof loses his right to vote. The Corporation Code provides thus: "SECTION 71. Effect of delinquency . No delinquent stock shall be voted for or be entitled to vote or to representation at any stockholders ' meeting, ...".(Emphasis supplied) However, in the case of " non-stock " corporations, the Corporation Code has a separate provision on the matter 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, it the Club is a non-stock corporation, the determination of whether or not a " delinquent member " is entitled to exercise his voting rights depends on whether or not such member is disenfranchised under the articles of incorporation or by-laws of the corporation. Very truly yours, (SGD.) PERFECTO R. YASAY Chairman