Ricardo l. Manotoc, Jr. vs. Wack-Wack Golf & Country Club

[SEC-SICD * CASE NO. 1985. November 9, 1981.] RICARDO L. MANOTOC, JR. , complainant , vs . WACK-WACK GOLF & COUNTRY CLUB , respondent . D E C I S I O N This action was brought by complainant Ricardo L. Manotoc, Jr. to direct respondent Wack-Wack Golf and Country Club (hereinafter referred to as the "Club") to restore his associate membership. LLpr Briefly, the facts of this case are as follows: Complainant's father was a proprietary member of the Club. Pursuant to the policy of the Club that sons of Club members are entitled to become associate members upon payment of a membership fee which at that time was P15,000.00 (Exh. "C"), complainant was elected associate member on January 14, 1969. Sometime in 1976, he was informed by his father-in-law that proprietary members were given pre-emptive right to subscribe to additional share which his father-in-law availed of. Subsequently, his father-in-law transferred to him one of his proprietary membership certificates, thus complainant became a proprietary member. On July 15, 1980, complainant wrote a letter (Exh. "1") to Agapito J. Roxas, chairman of the membership committee of the Club inquiring whether he could "maintain his associate membership" if he sells his proprietary membership. He was advised that upon his election as proprietary member, his associate membership was automatically terminated (Exh. "2"). However, on August 22, 1980, complainant sold his rights, title and interest to his Membership Certificate No. 559 in favor of Alpha Holdings Corporation for P195,000.00 (Exh. "4"). The facts of the case thus stated bring us back to the question originally posed by complainant to the Club, that of whether or not he had lost his associate membership upon becoming a proprietary member, which is the issue in this case. Quoted hereunder is Section (b) of the by-laws of the Club on membership: "SECTION 3 (b). No dual membership . A person in the waiting list for proprietary membership may remain in the list even if he is elected Associate or Playing member but the moment he is elected a proprietary member he automatically loses his Associate or Playing membership, except those who were both Proprietary and Associate members on August 7, 1962." Respondent maintains that under the above-quoted provision, complainant had lost his associate membership in the Club from the time he elected to become a proprietary member in 1976. On the other hand, complainant argues that the above-quoted provision is not applicable in the instant case because that provision speaks of a person who is in the waiting list for proprietary membership. The applicable provision therefore, he further argues, is Section 6 (c) which provides: "SECTION 6 (c). . . . The death of an Associate Member terminates his membership. . . ." Apparently, a question is raised as to which of the two provisions, Section 3(b) or Section 6(c) should apply. Complainant cited the general rule in statutory construction, that if provisions or statutes relating to the same subject matter cannot be reconciled by any fair or reasonable method of construction, the general rule is that the later in point of time or position in cases of conflicting sections of statutes, will control. LibLex We find no conflict between the two provisions aforecited. Section 6 (c) refers to the termination of an associated membership while Section 3 (b) is a restriction on dual membership. While it is true that under Section 6 (c), the death of an associate member terminates his membership, it does not necessarily follow that associate membership in the Club can only be terminated by the death of the member. For under Section 3 (b), should an associate member elect to apply for proprietary membership, he automatically loses his associate membership. However, if such member remains an associate member and never opts or elects to be a proprietary member, he only loses his associate membership by death in accordance with Section 6 (c). The reason for Section 3 (b) is very obvious, and that is to prevent dual membership. That rule, however, is not without exception. Hence, those who were both proprietary and associate members on August 7, 1962 may continue to have dual membership. The facts of the case show that complainant was elected associate member of the Club in 1969. He is therefore not covered by the exception aforecited. Claimant, having surrendered his associate membership and elected to become a proprietary member of the Club, cannot revert to his former associate membership in accordance with Section 3 (b) of the by-laws of the Club. Complainant argues that the enforcement of Section 3 (c) of the by-laws of the Club is discriminatory because it makes undue classification between: 1) proprietary members prior to August 7, 1962 who were privileged to maintain their associate membership and 2) proprietary members after August 7, 1962 who were not given the same privilege to maintain their associate membership. We find no discriminatory classification in the application of Section 3 (b) of the by-laws of the Club. The classification is a prerogative of the members to make and the same was embodied in the by-laws to serve as notice to all. The said provision has been applied to all persons similarly situated. Thus, several members have lost their associate membership upon becoming proprietary members (T.S.N., April 13, 1981 hearing, p. 16). Membership in a non-stock corporation as that of respondent club cannot be acquired except in the particular manner provided for in its by-laws. And once acquired, it may also be lost in the manner so provided in its by-laws. Hence, claimant having sold his proprietary membership cannot revert to his associate membership under Section 3 (b) of the by-laws of the club without violating the provisions of the by-laws. prcd WHEREFORE, the complaint is, as it is, hereby ordered DISMISSED for lack of merit. Likewise, the counterclaim is hereby ordered DISMISSED. No pronouncement as to cost and attorney's fees. SO ORDERED. (SGD.) FE ELOISA C. GLORIA Hearing Officer