Atty. Bienvenido V. Dayos

August 28, 2003 SEC OPINION NO. 42-03 Atty. Bienvenido V. Dayos R. 207 Trinity Bldg., 636 T.M. Kalaw St., Ermita, Manila S i r : This refers to your letter dated 11 June 2003 seeking opinion whether your corporation, PIRA Inc.,can amend its by-laws (Art. 7, Section 2c thereof) and thus, the voting rights of your members can be based on the amount of their contribution. The above-stated provision of your by-laws provides: "Motions shall be decided by the majority of the representatives of the members present and entitled to vote thereat, with each member being entitled to one vote only, to be given by its registered representative or, in his presence, by its authorized accredited alternates, and by no other. Should be the number of votes cast for and against a motion be equal, the Chairman of the meeting shall cast a vote to break the tie. How each member voted on any motion shall be recorded in the minutes of the meeting should this be the decision of the members represented at said meeting." May were refer you to Sec. 89 of the Corporation Code which states: "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 ... Applying this provision, the Commission in several opinions ruled as follows: SDHAEC Unless so limited, broadened or denied in the articles of incorporation or by-laws, each member of a non-stock corporation, regardless of the amount of contribution, is entitled to only one (1) vote. ( Ltr. To Atty. Edilberto S. Gaddi dated 17 August 1998; Ltr. To Ms. Myrna Yao and Petria M. Alvarez dated 03 July 1992; Ltr. To Ms. Noralyn Ibarra dated 31 July 1992 ) The by-laws of a non-stock corporation may provide for the desired number of votes allowed to the members ( Ltr. To Mr. Fernando L. Uy dated 10 October 1989 ) A non-stock corporation, pursuant to Section 89 of the Corporation Code, may provide in its by-laws that the voting rights of the members shall be in proportion to the area ownership in the building (Ltr. To ms. Evelyn R. San Buenaventura dated 08 February 1990) Based on the foregoing, we confirm your opinion. You can amend your Articles of Incorporation and by-laws pertaining to the same. The voting rights of your Members can be based on the amount of their annual contribution. Very truly yours, (SGD.) VERNETTE G. UMALI-PACO General Counsel