Dr. Vicente Q. Aguelles, M.D.

March 24, 1982 Dr. Vicente Q. Aguelles, M.D. PHILIPPINE, COLLEGE OF SURGEONS P.O. Box 513, Greenhills San Juan, Metro-Manila Gentlemen: This has reference to your letter-query dated January 25, 1982 requesting opinion of this Commission on questions posed therein. It appears that the Board of Regents of Philippine College of Surgeons created a "life" membership relative to the payment of annual dues without amending the by-laws. All "life" members voluntarily paid a lump sum to cover all their annual dues for life. During the midyear convention on May 13, 1980 in Cebu City, the members by a majority vote passed a resolution assessing P1,000.00 from all members for the construction of the PCS building. The P1,000.00 assessment fee for the building fund was made mandatory in a special meeting of PCS members held on November 6, 1981 in Manila Peninsula Hotel. llcd In your first query, you want to know if a "life" member is now obliged to pay the said assessment fee. Relative hereto, we quote Section 3, Article IV of the amended by-laws of the abovementioned corporation which expressly states the rule on its corporate finances: SECTION 3. Dues, Fees and Assessments The College shall be financed by dues, fees and assessments from its members. The amount and terms of payments shall be determined by the Board of Regent s. (Emphasis supplied) Since the by-laws specifically lodges on the Board of Regents the power to determine the amount and terms of payment of assessments, the resolution approved by the members in the aforementioned conventions is invalid and of no legal effect. However, if the Board of Regents by at least majority vote, also adopted the same resolution, your first query will be answered in the affirmative based on the quoted provision, and Section 4 (4) of Article IV of the by-laws which enumerates the duties and obligation of members. The latter provides that a member "shall pay all dues, fees and assessments" imposed by the Board of Regents." In answer to your second query as to whether a life member who has already paid his annual dues for life may be subjected to sanctions similar to an ordinary member if he refuses to pay the assessment fee, the answer also depends on whether or not the Board of Regents approved the resolution. For a favorable board action, we cite again the two aforequoted provisions of the by-laws to support an affirmative reply. Please note however, that the by-laws do not classify the members unto "life" and "ordinary." Anent your last query, reference to the board resolution imposing the annual dues should be made. Please note that the by-laws are silent on the right and obligation of expelled members. LexLib Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner