Mrs. Rebecca G. Genato

August 27, 1985 Mrs. Rebecca G. Genato 169 Maginhawa Street Teachers Village Quezon City Madam: This has reference to your letter dated July 18, 1985 requesting the opinion of this Commission on the query posed therein. The Project Condominium Corporation was incorporated as a non-stock corporation on January 20, 1983 for the purpose of owning or holding title to the common areas of Project Condominium situated at Project 4, Quezon City. You claim in your letter that the association has been inactive since its incorporation. You further allege that of the fifty-one (51) units of said condominium, you own forty-five (45) units of the same. Hence, on June 25, 1985, being the majority owner, you called a meeting of all unit owners to activate the association. However, one (1) unit owner interposed his objection to the holding of said meeting on the grounds that only six (6) of the fifty-one (51) units of said condominium were sold out. In other words, he was questioning your authority to call a meeting despite your claim that you own forty-five (45) units of the same. Your query is: Is such an objection valid and legal? On the matter of calling any special meeting of members, quoted hereunder is the pertinent provision of your by-laws: "SECTION 4. Special meetings . Special meetings of the members may be called by the President, or by the Secretary upon written demand, by a majority of the Board of Directors or by the members representing at least 51% of the total votes of the members upon notice as provided in Section 3 hereof, specifying the purpose of said meeting, except in cases of extreme urgency, in which event, notice to members of at least five (5) days before the meeting shall suffice." To resolve your query, we also have to determine who the members of the condominium corporation are. As may be derived from Section 2 of R. A. 4726, otherwise known as "The Condominium Act", a member consists of the holder of a separate interest in a unit in a residential, industrial or commercial building and an undivided interest in common, directly or indirectly, in the land on which it is located. Where title to the common area, including the land, or the appurtenant interests in such areas is held by a condominium corporation, the holders of separate interest shall automatically be members or shareholders, to the exclusion of others, in proportion to the appurtenant interest of their respective units in the common areas . Conformably thereto, Article VII of the Articles of Incorporation of Project Condominium Corporation provides, thus: "After incorporation, the members of the Condominium Corporation shall consist of the owners of the apartment units in the Condominium Project. . . ." LexLib Likewise, Section 1, Article II of the by-laws of subject corporation provides as follows: "Membership in the corporation shall be limited exclusively to owners of the condominium units in the Project Condominium who, under the provisions of the Master Deed with Declaration of Restriction of said project, automatically become members of the corporation. However, if a unit owner owns more than one unit in said condominium project, he may designate other persons to represent him as member of the corporation with respect to such other units , provided, that such designation shall be in writing and filed with the Secretary of the corporation, and shall continue in effect, for all intents and purposes, until receipt by the Secretary of a written revocation. . . . . ." Section 7 of the Master Deed with Declaration of Restriction of Project Condominium also states as follows: a) . . . b) All unit owners automatically become members of the condominium corporation to the exclusion of others. c) . . . Each unit owner, as an appurtenance of such ownership, shall automatically become a member of the Condominium Corporation provided for above. The proprietary interest acquired by each member of the Condominium Corporation, shall be equal to the appurtenant interest of his unit in the common areas. d) . . . e) Only unit owners or their duly authorized proxies are entitled to vote or have voting rights in any meetings of the corporation where voting is called for. The voting rights acquired by each member of the Condominium Corporation shall be equal to the appurtenant of his unit in the Common Areas." Considering the foregoing, it is opined that, as holder of 45 separate units of Project Condominium you may call a special meeting of members to activate said corporation, provided that "written notice of the time and place of such meeting shall be given either personally or by mail to each member of record at his latest known place of residence or business, duly posted at least ten (10) days before the date of meeting." (Sec. 3, Article II, by-laws of the corporation). The objection therefore, interposed by one unit owner to the holding of a special meeting of members, is untenable. prcd Very truly yours, (SGD.) MANUEL G. ABELLO Chairman