Sikap at Tiyaga ng Magsasaka Irrigators Association, Inc

August 23, 1991 Sikap at Tiyaga ng Magsasaka Irrigators Association, Inc. General Nakar, Quezon Province Gentlemen : This refers to your letter dated July 23, 1991 requesting clarification on the legality of the Presiding Officer's right to vote even in the absence of deadlock or tie. The Corporation Code has a special provision relative to the right of the members of a non-stock corporation to vote on corporate matters. The law provides: "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) From the foregoing provision, it is clear that unless denied in the articles of incorporation or by-laws, a member of a non-stock corporation shall be entitled to vote. In the case of Sikap at Tiyaga ng mga Magsasaka Irrigators Association, Inc. every member is entitled to vote. The pertinent provision of its By-laws provides thus: KABANATA III "Pangkat 1 Karapatan ng mga kasapi 1. Karapatan ng mga kasapi na bumoto sa lahat ng bagay na may kinalaman sa Samahan;" Accordingly, a member of subject association who is acting as the presiding officer cannot be deprived of the right to vote if he wishes to exercise such right, and in the absence of a provision in the articles of incorporation or by-laws, any policy or rule disallowing him to vote is contrary to law. Anent your question as to who will break the deadlock or tie in the event that the presiding officer has already exercised his voting right, it is opined that any matter or transaction must necessarily fail if the votes attained is less than what the law requires for the particular transaction. As an example, if an issue to be resolved requires a majority or 51% vote for it to be passed and only a vote of exactly 50% is attained or in other words, there is a tie, the issue or proposition simply loses. Therefore, there is no need to break the tie or deadlock. cdlex Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman