RE : Heritage Park Management Corporation (HPMC)

April 28, 2003 SEC OPINION NO. 19-03 Manalo Puno & Jocson Law Offices 2/F Unioil Center, Madrigal Business Park Acacia cor. Commerce Avenue Alabang 1780, Muntinlupa City RE : Heritage Park Management Corporation (HPMC) Attention: Atty. Pitero M. Reig Gentlemen : In your letters dated 16 January 2003 (first Letter) and 27 January 2003 (second letter, you seek from this Commission confirmation of your opinion that: 1. The Certificateholders of the Investment Certificates corresponding to burial lots developed in the Taguig area are not members of HPMC; and 2. Even assuming that said Certificateholders could be considered Members of HPMC, they do not have voting rights. You also represented in your letter dated January 27, 2003 (page 2, 2nd paragraph) that after the incorporation of HPMC , the Municipality of Taguig developed a new type of burial plot consisting of twenty-four (24) burial lots, commonly known as "Super Estate Lot," covered by Heritage Park Investment Certificates issued by Bases Conversion and Development Authority (BCDA). A reading of the By-laws of HPMC reveals that members of HPMC are referred to as Certificateholders who hold valid Heritage Certificates in the form, and registered in the manner provided in Article XIV, Sec. 14.1 thereof. Art. XIV, Sec. 14.2, enumerates the types of certificates that shall be issued to Certificateholders. "Sec. 14.2. Types of Certificates The Certificates shall be of four (4) types: (a) Lawn, representing one (1) (c) Estate, representing sixteen (16) burial plots; and (d) Terrasoleumn, also representing sixteen (16) burial plots. (Emphasis Ours). This classification leads to the conclusion that membership in the HPMC are limited to holders of any of the aforementioned types of certificates. These are the Certificateholders who enjoy the right to vote based on Sec. 13.1 Article XIII and who are further entitled to cast the number of votes allowed depending on the type of certificate they hold, pursuant to Sec. 13.2 of Article XIII which we quote: "Section 13.2 Right to Vote Each and every Certificateholder shall be entitled to one vote per plot, such that a Lawn Certificate represents one (1) vote, a Garden Certificate represents eight (8) votes and an Estate or Terrasoleum Certificate represents sixteen (16) votes. BCDA shall have the right to vote any issued but unsold Certificate." Considering that the Super Estate Lot consisting/representing twenty-four (24) burial lots were developed by the Municipality of Taguig after the registration of the HPMC By-Laws, Heritage Certificates for this type of burial plot were not mentioned in the By-laws. Certificateholders for Super Estate Lots are clearly not members of HPMC. EHTADa For non-stock corporations like HPMC, the right to vote is provided in Section 89 of Title XI of the Corporation Code (B.P. 68) which we quote: "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. Unless otherwise provided by the articles of incorporation or the by-laws, a member may vote by proxy in accordance with the provisions of this Code. . . ." At this point, allow us to state that upon inquiry with our Corporation Finance Department, it appears that there is no Prospectus nor Registration Statements filed with the Commission as you alleged in your first letter (page 3, par. 4) and second letter (page 3, par. 2), respectively. Please be informed, however, that administrative opinions rendered herein shall not control judicial constructions or interpretations in the event that the issues raised are finally litigated in court. Finally, in order to avoid a similar situation in the future, please be advised to make the necessary amendments in your Articles of Incorporation and/or By-laws so as to reflect the intent of the corporation particularly on the matter of admission of members and the voting rights thereof. cADSCT Very truly yours, (SGD.) VERNETTE G. UMALI-PACO General Counsel