Mr. Eladio S. Pasamba

February 3, 1981 Mr. Eladio S. Pasamba 4/F CDC Bldg.,1195 Ma. Orosa St. Ermita, Manila Dear Mr. Pasamba: This has reference to your letter-query dated January 6, 1980 requesting opinion on a by-law provision of a proprietary social club which merely states: "The Board of Directors shall vote upon the admission of members." Your queries are: a) What is the number of votes needed to admit a member? Unanimous vote or a simple majority? b) Is the approval of the Board, to be valid and binding need formal communication in writing to the applicant or would a verbal notice by any member of the members of the Board sufficient? Relative to your first inquiry, the pertinent provision of the Corporation Code of the Philippines (BP No. 68) which took effect on May 1, 1980 provides as follows: "SECTION 25. Corporate officers, quorum . ...Unless the articles of incorporation or the by-laws provide for a greater majority, a majority of the number of directors or trustees as fixed in the articles of incorporation shall constitute a quorum for the transaction of corporate business, and every decision of at least a majority of the directors or trustees present at a meeting at which there is a quorum shall be valid as a corporate act ,except for the election of officers which shall require the vote of a majority of all members of the Board." Corollary thereto, it is settled that "when there is a quorum of directors at a meeting of which proper notice has been given, a majority of the quorum has the power to decide any question coming before the meeting, although it may be less than a majority of the board, unless there is some express provision in the charter or by-laws to the contrary, and it will be presumed that a majority vote of directors means a majority of a quorum." (2 Fletcher, Cyc. Corp.,p. 281).Consequently, a valid corporate act, like the admission of members in a proprietary social club, does not require unanimous vote in the absence of an express provision in the articles or by-laws prescribing such vote to be taken by the board. Relative to your second query, please be informed that the approval of the board needs no formal communication in order to be valid and binding. The rule is that "Generally, a formal resolution need not be passed nor a formal vote taken, in order to validate acts done at a meeting, unless so required by statute, charter or by-laws. (Ibid, p. 269).Even informal assent or concurrence to a decision by a majority of the directors in a meeting assembled, constitutes corporate action as effectively as a formal resolution (Ibid, p. 270).The actual implementation or execution of a corporate act is another matter which may vary according to the procedure adopted by a corporation. cdlex Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department