Roger Kent Davis

June 3, 2003 SEC OPINION NO. 30-03 Roger Kent Davis Membership No. 0226-6 c/o Manila Polo Club Makati City, M.M. Dear Mr. Davis : This has reference to your letter dated 25 April 2003 requesting opinion on the following query: "Whether the Board of Directors of Manila Polo Club in duly approved resolutions and without submitting the same for approval by the General Membership, A. Expand the 3rd type of membership (The Special Honorary Member) B. Extend courtesy membership to ladies who become widows of the associate members prior to the club's conversion, but who do not opt to become proprietary members." As regards Letter A above, it is your view that the Board can take the necessary action to implement and expand the special honorary membership which was unanimously approved by the Board sometime in July 9, 2001 thru Board Resolution No. 140-00/01. We disagree with your view. The Board cannot by itself implement Board Resolution No. 140-001/01 without the required approval of the general membership. A perusal of the Club's 1996 amended By-laws, specifically Article IV Section 1 thereof list the classes of members into: proprietary, associate and special honorary members. The special honorary members are further defined and limited to the following: 1) the President of the Philippines, 2) the Governor of Metro Manila, and 3) the Mayor of Makati City. Any resolution of the board either limiting further or expanding the list of special honorary members in effect amends the Club's By-laws. In order for the resolution to be valid, the stone must be approved by the general membership in a special or regular meeting duly called for the purpose. IcTEaC Moreover, please note that under the law, it is required that such amendment shall be filed with the Commission and attached to the latest articles of incorporation and latest by-laws of the concerned corporation. The amended by-laws however, shall only be effective , upon the issuance by the Securities and Exchange Commission of a certification that the same are not inconsistent with the Corporation Code. ( Section 48, Corporation Code of the Phils .) On Letter B , it appears that the board resolution is expanding the classification of membership to include "courtesy members", which type of membership is not provided for in your club's by-laws. In this regard, our reply to Letter A is applicable. In fine, your Club must amend its by-laws to effect these changes. Please be guided accordingly. Very truly yours, (SGD.) VERNETTE G. UMALI-PACO General Counsel