DR. ANTONIO L. AZORES vs. PHILIPPINE COLUMBIAN ASSOCIATION

[SEC-SICD * CASE NO. 3949. August 5, 1992.] DR. ANTONIO L. AZORES , complainant , vs . PHILIPPINE COLUMBIAN ASSOCIATION , respondent . D E C I S I O N This; has reference to the Complaint filed by Dr. Antonio L. Azores against Philippine Columbian Association (PCA), a private membership club organized in accordance with Philippine laws and registered with this Commission, alleging among others, that complainant has been a member of respondent Corporation since 1952 where he was issued Proprietary Membership Certificate Nos. 094 and 284 in 1954 for valuable consideration; that from 1968 up to 1981, complainant became inactive as a member because he left the country and resided in the United States where he worked with the Federal Government; that after he retired from his federal job, he returned home to the Philippines and inquired about the status of his Certificates; that respondent required him to pay all the dues that an active member should have paid in order for him to be considered an active resident member again; that complainant told respondent that being abroad at that time and unable to use the club's facilities, he should not be made to pay all the dues payable by active members who were availing of the club facilities; that respondent, through its Membership Committee, made a proposal for complainant to pay one(1) month's dues to every year of his absence from the Philippines and he accepted the same for being reasonable; that respondent, however, wanted to forfeit one of complainant's membership certificate in respondent corporation and has proceeded to recall and cancel the two (2) certificates without the knowledge and consent of complainant and for no valid or legal ground; that on October 15, 1982, respondent wrote complainant a letter attaching a statement of account and stating that complainant will be issued an ID card so he can avail of the Club's facilities upon payment by him of the amount stated in the statement of account; that by a letter dated January 30, 1989, complainant inquired about his request for the restoration or replacement of his two (2) certificates which were earlier recalled or cancelled by respondent; that until now, respondent without any explanation or justification, refused to replace or restore complainant's membership Certificate Nos. 094 and 282 without any compensation or reimbursement of their value to complainant; that because of the recall and cancellation of complainant's certificates and respondent's refusal to activate his club membership, complainant suffered actual damages in the amount of not less than P500,000.00; that as a consequence of said cancellation or recall of shares covered by Proprietary Membership Certificate Nos. 094 and 282 and respondent's refusal to activate complainant's membership, the latter, being a lawyer and a doctor of laws at that time, suffered social humiliation, serious anxiety and embarrassment for which he is entitled to be paid by respondent moral damages in the amount of not less than P500,000.00 and an exemplary damages of not less than P200,000.00; and that respondent's acts compelled complainant to litigate and hire a counsel to vindicate his right for a fee in the amount of P100,000.00. IcTaAH In answer thereto, respondent denied specifically some of the allegation in the complaint and averred that when complainant first inquired about the status of his membership, the Chairman of the membership Committee informed him that the Committee would be willing to recommend to have his membership reinstated upon his paying one month for every year of his absence from the Philippines, provided that his other certificate would be forfeited; that at that time, respondent did not know whether or not complainant was still eligible for membership for if he has become an American citizen, he would no longer be eligible to become a member of the club since proprietary membership in the club according to its Articles of Incorporation and by-laws is limited to Filipino citizens; that the cancellation of the certificates of stock of complainant was due to his delinquency in the payment of his membership dues pursuant to the provisions of the respondent's by-laws which provides that a member who fails to pay his dues and accounts within thirty (30) days forfeits ipso facto all the privileges of membership and if the same remained unpaid for more than three (3) months his membership would be automatically terminated; that in informing complainant that he would be allowed to avail of the facilities and privileges of the club upon payment of his accounts, respondent was merely exercising its rights under the by-laws and not to insult or injure complainant ; and By Way of Affirmative Defenses, respondent alleged that prior to 1968, a member of the association may own two (2) shares provided that he shall be entitled to only one vote; that on February 29, 1968, the by-laws of the association was amended limiting the members to the membership of only one certificate of membership with the requirement that members owning two (2) shares to surrender within two (2) years the excess certificate of membership for which they will be reimbursed the amount of P750.00, the value of the share at the time and failure to surrender said certificate bars the member from claiming reimbursement and said certificate shall be considered cancelled; that complainant was duly notified to surrender for cancellation his excess certificate of membership by notice sent to his address appearing in the records of the association; that because of complainant's failure to surrender his excess certificate of membership of the sum of P750.00 was deemed forfeited in accordance with the provisions of the amended by-laws of February 29, 1968; that complainant never notified the respondent that he has changed his address and had been residing in the United States, thus he was therefore not entitled of the special privilege granted to non-resident members who officially notified the association of their residence abroad; that if ever the Membership Committee of the Club was willing to consider extending to him the privilege of paying only one month due for every year of absence in spite of the fact that he had not officially notified the Club of his absence from the Philippines from 1968 to 1981, said proposal was subject to the condition that complainant forfeits his other share (actually said share already been forfeited and the condition should be intended to mean that he will not question the forfeiture of said share) and also subject to the approval by the Board of Directors of the Association; that it was never submitted for approval to the Board of Directors inasmuch as complainant was unwilling to accept the condition proposed by the Chairman of the Membership Committee; that complainant is, therefore, delinquent in the payment of his monthly dues for more than three (3) consecutive months, his membership has automatically been terminated and his certificate of membership considered cancelled; that to the best knowledge and information of respondent, complainant has become an American citizen, and, therefore, is no longer eligible to continue his membership in the Association, being a Filipino citizen is one of the qualification for membership; that there is no factual and legal basis for complainant's claim for actual damages, moral damages, exemplary damages and attorney's fees; and By Way of Compulsory Counterclaim, respondent alleged that it was organized in 1907 by prominent Filipino citizen to spearhead a movement to establish the national identity of the Filipino people and to assert the national dignity at a time when they were being discriminated against by foreigners in their own country; that since then the Philippine Columbian has gained the reputation of a civic club espousing the highest ideals and traditions of the Filipino; and that the filing of the present complaint unjustly and unfairly accuses respondent of acts which are contrary to the highest standards of morality and justice which have always been observed by the club, and for which complainant should be ordered to pay respondent moral damages of P1 Million, exemplary damages of P1 Million and attorney's fees of P200,000.00. From the evidence adduced, both oral and documentary, the following facts appeared to have been conclusively established: The herein complainant has been a proprietary member of PCA since 1952. As such member he was issued Proprietary Certificate No. 094 on September 3, 1952 and Certificate No. 282 on February 27, 1954; that complainant wrote a letter addressed to Dr. Vicente Limson, dated June 17, 1956 (Exh. "A"), thru Treasurer of PCA, requesting that he be accorded the status of a non-resident member considering that effective that month his residence will be at San Pablo City; that in 1966, complainant immigrated to the United States where he worked as Attorney Adviser in the U.S. Department of Commerce; that upon his retirement from his position at the Department of Commerce, and upon his return to the Philippines, he wrote a letter dated June 30, 1981 (Exh. "B") addressed to Dr. Jose Villanueva , Jr., New President of PCA, inquiring how he can reactivate his membership and how much he can sell one of his shares; that in answer to the said letter, the Chairman of the Membership Committee of PCA, Lino M. Patajo, wrote a letter dated August 4, 1981 (Exh. "C"), informing complainant that for him to reactivate his membership there is a need for him to pay all dues that would have otherwise accrued had you remained an active member which as of July 31, 1981 was P13,360.00, and that with respect to how much he can sell his other shares, PCA, thru Lino M. Patajo advised him that he will not be in a position to tell him since transfer of shares are strictly private matter between the parties; that in reply thereto, complainant, through a letter dated March 10, 1982 (Exh. "D"), declared that ".. it would be quite unfair for the club to require him to pay the dues of an active " member while he was residing in the United States; that in said letter he also admitted being remiss in officially informing the association of his immigrating to the United States but the fact remains that he resided in the United States in 1966 until his retirement from his federal job and since that time on he has not been paying his monthly dues; that also in the same letter, complainant requested for a replacement of one of his certificates that was lost; that to this request of the complainant, PCA, through the Chairman of the Membership Committee, Ramon N. Casanova, informed the former through a letter dated April 12, 1982 (Exh. "E"), that in 1977, all certificates of membership were recalled for issuance of replacement and certificates not surrendered to the club had already been cancelled which included his (complainant) shares; that the Chairman, Membership Committee, further informed him that as a gesture of goodwill, the Committee is willing to recommend to the Board the reactivation of the membership of complainant upon condition that 1) only one of this share will be validated, and 2) payment of one month dues for every year of his absence from the Philippines from 1966 to 1981; that complainant was willing to accept the conditions that he pays only one month dues for every year of his absence from the Philippines from 1966 to 1981 but considers the other condition that only one of his shares will be validated, unfair, there being no legal justification for the forfeiture of his second share since he has fully paid the same and the club was not bankrupt (Exh. "F"); that complainant again by a letter dated May 11, 1983 insisted that his two(2) membership certificates be replaced; and that when the Board was informed of this development, the latter in its regular meeting on July 15, 1983 decided to stick to its original proposal and complainant was informed of this in a letter dated August 12, 1983 (Exh. "O"). Upon the foregoing established facts, the issue, as already defined by complainant Azores himself, clearly revolves on the question of whether or not the latter has the right to be reinstated as an active member of the Philippine Columbian Association. It cannot be questioned that a duly accredited and a member of a good standing of PCA has his obligation to pay his monthly dues. Such a conclusion is deducible from Sec. 1 Art. VIII of the by-laws which provides that: "That monthly dues for Proprietary Members, Associate Members or other non-Proprietary Members shall be such as may from time to time be fixed by resolution of the Board of Directors. They may be paid monthly or yearly upon such terms as the Board may prescribe." Said provisions applies with equal force to each and every members of PCA including herein complainant. ADaSET As thus located, complainant cannot claim any preference even as a non-resident member for said privilege is only accorded to members who officially advised in writing the Board of PCA of their residence abroad and the corresponding application for exemption from payment of their monthly dues had been filed. This complainant failed to do. neither can we perceive that on the basis of a mere information that complainant was already residing abroad, unofficial at that, in disregard of the other procedural factors, can it be said that the Board of PCA should ipso facto grant such privilege to herein complainant. And even if the situation be considered in the light most favorable to herein complainant as predicated on his claim that he has been paying his dues as a non-resident member, still his contention could not be considered tenable because the privilege as a non-resident member to be justifiably sustained must be with the approval of the Board. Records show that no such approval nor sanction was ever accorded by the board to complainant.. Appropriate it is to state that since complainant was remiss in the payment of his monthly dues for more than three (3) months, there is no plausible reason why the existing provisions of the by-laws should be strictly observed. Applying the provisions of Sec. V, Art. VIII of the associations' by-laws, it cannot be questioned that since complainant has not been paying his monthly dues account, his membership was deemed automatically cancelled. That the board exercises a wide discretion not only in matters affecting new application for membership but also those with regard former members seeking reinstatement, is borne out by the record of the instant case. Such a conclusion is discernible in a letter dated April 12, 1982 (Exh. "E") of the Chairman of Membership Committee addressed to complainant informing the latter that the committee will recommend to the board the reinstatement of his membership only subject to the condition as contained therein. So that when complainant did not accept the condition imposed therein, the Board in the exercise of its discretion, was well justified in not acting favorably on the request of complainant for the reactivation of his membership. While it may be true that the by-laws of the association provides that at the discretion of the Board, one may be reinstated as a member if he pays his accounts before the sale of public auction of his certificate of membership, the same is subject to the condition that one to be entitled to reinstatement, he must possess the qualification prescribe to become a proprietary member. And one of the principal qualifications, for individual proprietary membership is that the applicant must be a Filipino citizen. It is an undisputed fact that complainant became a naturalized American citizen when he took his oath of allegiance and enter the service of the U.S. Department of Commerce as Special Attorney. His claim, therefore, of dual citizenship is without any legal basis. Records also reveal that up to this point in time he has not taken any step to reacquire his Filipino citizenship. All told, respondent PCA, through its Board of Directors therefore within its right in not granting complainant's request for reinstatement as a member. prcd WHEREFORE, the instant case should be, as it is hereby DISMISSED. NO PRONOUNCEMENT AS TO COST. SO ORDERED. (SGD.) ALBERTO P. ATAS Hearing Officer