Montemar Beach Club, Inc.

February 26, 1987 Montemar Beach Club, Inc. Cacho-Gonzalez Building Legaspi Village, Makati Metro Manila Attention : Mr . Jose Mari Cacho General Manager Gentlemen: This relates to your letter dated November 24, 1986, requesting the opinion of this Commission as to whether a buyer of a proprietary share of Montemar Beach Club, Inc., who pays on installment basis and has not fully paid for the same, may vote in the annual or special meeting of the members of the Club. You alleged further that the corresponding membership certificate has not yet been issued to the buyer. prcd The pertinent provision of the Articles of Incorporation of Montemar Beach Club, Inc. provides in part thus: "Article Seventh: . . . that the voting powers in the corporation shall be vested in the Proprietary Members; and that each Proprietary Member shall have as many votes as he or it has membership certificates". (Emphasis supplied). As to who are the proprietary members of the Club, quoted hereunder is the specific provision of your by-laws: "ARTICLE II, SECTION 6. Full membership in the Club shall consist of only proprietary members. A proprietary member is one owning at least one (1) full membership certificate and one who has been admitted as a member pursuant to Section 4 ." (emphasis supplied.) Furthermore, Section 1, Article II of your by-laws states as follows: "SECTION 1. Proprietary Membership . The proprietary membership of this Club shall have voting power and shall consist of natural and juridical persons (in) whose names Membership Fee Certificate have been issued , . . . .". (emphasis supplied). In view of the foregoing, a person who purchases a proprietary share of Montemar Beach Club, Inc. on installment basis and has not yet fully paid the purchase price thereof, and in whose favor a membership fee certificate has not yet been issued by the corporation can not as yet be construed a proprietary member of the Club. Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman