February 2, 1981

Leonides S. Respicio
Quezon City YMCA
105 Coun. Conrado Benitez St.
Cubao, Quezon City

Sir:

This refers to your letter dated 8 December 1980 requesting the opinion of this
Commission on whether a YMCA member below 21 years old can qualify as
corporate member and exercise all the rights appurtenant thereto including the right to
be voted as member of the board of directors.

In order that membership may be acquired in a non-stock corporation, the

provisions of its charter, constitution and valid by-laws must be complied with, except
in so far as they may be/are waived. When the valid by-laws of a corporation fix a
particular mode of acquiring membership therein, membership, in the absence of a
waiver, cannot be acquired in any other mode. Nor has a court of equity any power to
compel the corporation to issue a certificate of membership to an applicant who has
not complied with its by laws. (12A Fletcher 5691)

As to the second point of your query, the Corporation Code of the Philippines
does not require that the members of the board of directors, whether stock or
non-stock must be of legal age at the time of their election as such.

However, Article 18 of the New Civil Code expressly provides:

"In matters which are governed by the Code of Commerce and special
laws of the deficiency shall be supplied by the provisions of this Code".

The Corporation Code being a special law is complemented by the provisions

of the Civil Code relative to the age qualification of the members of a board of
directors. Articles 38 and 39 of the New Civil Code both provide that minority
restricts or limits the capacity to act. Minors cannot give consent to a contract (Art.
1327, New Civil Code) and any contract entered into by them are voidable although
there may have been no damage to the contracting parties. (Art. 1390, New Civil
Code).

Copyright 1994-2017 CD Technologies Asia, Inc. Securities and Exchange Commission 2017 First Release 1
 In an opinion rendered on a similar query, this Commission held the following
view:

"While the New Civil Code does not prohibit a minor from being elected
as director or as officer of a corporation, the Commission is inclined to think
that the election of minors to board membership or as officers of the corporation
is not a sound corporate practice. Since the management of corporate affairs is
vested in the board of directors, who as a body will enter into legal relations
with third persons, it is extremely unwise for the board to have members whose
capacity to act is restricted.

In the case of minors who are emancipated by marriage or by voluntary

concession, it is our opinion that such emancipated minors may become
members of the board. However, his vote will not be counted in approving any
act or contract involving the borrowing of money, or the alienation or
encumbrance of real property of the corporation, or the filing of suits by the
company. (Art. 399, New Civil Code). The powers of a corporate officer who is
an emancipated minor will be similarly restricted."

Very truly yours,

(SGD.) ROSARIO N. LOPEZ

Director
Corporate and Legal Department

Copyright 1994-2017 CD Technologies Asia, Inc. Securities and Exchange Commission 2017 First Release 2