Atty. Antonio C. Pastelero

July 16, 1985 Atty. Antonio C. Pastelero Pastelero Law Office 5th Flr.,Alexander House 132 Amorsolo St.,Legaspi Vill. Makati, Metro Manila Sir : This has reference to your letter dated July 3, 1985 requesting the opinion of this Commission on the query posed therein. It appears from your letter that the Manila Golf and Country Club, Inc. provides in its by-laws that membership therein shall consist only of proprietary members who own one full membership certificate; that full proprietary membership certificates may also be acquired by companies to be issued in the names of the companies and may be assigned, voted and utilized by a bonafide executive or member of the board of trustees; and that pursuant thereto, various companies have acquired proprietary membership certificates in their names, but have assigned the rights and privileges appurtenant to said membership to their executives. Your query is: Are these assignees of the playing rights of proprietary membership certificates owned by companies, qualified to be elected directors of the Manila Golf and Country Club, Inc. even if these assignees are not members of the Club in their own right and name? The pertinent provision of the Corporation Code provides and we quote: "SECTION 23. The board of directors and trustees . Unless otherwise provided in this Code, the corporate powers of all corporation formed under this Code shall be exercised, all business conducted and all property of such corporation controlled and held by the board of directors or trustees to be elected from among the holders of stock or where there is no stock, from among the members of the corporation .... Every director must own at least one (1) share of the capital stock of the corporation of which he is a director, which share shall stand in his name on the books of the corporation. Any director who ceases to be the owner of at least one (1) share of the capital stock of the corporation of which he is a director shall thereby cease to be a director. Trustees of non-stock corporations must be members thereof ...." (emphasis supplied) cdlex The answer to your query is, therefore, in the negative. Please be advised accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman