G.R. No. 206038, 25 January 2017
Lim is a registered unit owner of 1322 Golden Empire Tower a condominium project of Moldex Land, Inc. (Moldex), a real estate company engaged in the construction and development of high-end condominium projects and in the marketing and sale of the units thereof to the general public. Condocor, a non-stock, non-profit corporation, is the registered condominium corporation for the Golden Empire Tower. Lim, as a unit owner of Golden Empire Tower, is a member of Condocor.
On July 21, 2012, Condocor held its annual general membership meeting. Its corporate secretary certified, and Jaminola, as Chairman, declared the existence of a quorum even though only 29 of the 108 unit buyers were present. The declaration of quorum was based on the presence of the majority of the voting rights, including those pertaining to the 220 unsold units held by Moldex through its representatives. Lim, through her attorney-in-fact, objected to the validity of the meeting. The objection was denied. Thus, Lim and all the other unit owners present, except for one, walked out and left the meeting.
Despite the walkout, the individual respondents and the other unit owner proceeded with the annual general membership meeting and elected the new members of the Board of Directors for 2012-2013.
Consequently, Lim filed an election protest before the RTC. Said court, however, dismissed the complaint holding that there was a quorum during the July 21, 2012 annual membership meeting; that Moldex is a member of Condocor, being the registered owner of the unsold/unused condominium units, parking lots and storage areas; and that the individual respondents, as Moldex’s representatives, were entitled to exercise all membership rights, including the right to vote and to be voted.
Whether or not there has been a quorum.
Whether or not the resolutions and the election are valid.
There has been no quorum. There was no valid meeting thus the election of the respondents was invalid.
Not all those who attended are not members since they are not condominium owners.
Thus, law and jurisprudence dictate that ownership of a unit entitles one to become a member of a condominium corporation. 1 The Condominium Act does not provide a specific mode of acquiring ownership. Thus, whether one becomes an owner of a condominium unit by virtue of sale or donation is of no moment.
It is erroneous to argue that the ownership must result from a sale transaction between the owner-developer and the purchaser. Such interpretation would mean that persons who inherited a unit, or have been donated one, and properly transferred title in their names cannot become members of a condominium corporation
Thus being non-members, the respondents cannot be elected.
Section 23. The Board of Directors or Trustees. – Unless otherwise provided in this Code, the corporate powers of all corporations formed under this Code shall be exercised, all business conducted and all property of such corporations controlled and held by the board of directors or trustees to be elected from among the holders of stocks, or where there is no stock, from among the members of the corporation, who shall hold office for one (1) year until their successors are elected and qualified.
Every director must own at least one (1) share of the capital stock of the corporation of which he is a director, which share shall stand in his name on the books of the corporation. Any director who ceases to be the owner of at least one (1) share of the capital stock of the corporation of which he is a director shall thereby cease to be a director. Trustees of non-stock corporations must be members thereof. A majority of the directors or trustees of all corporations organized under this Code must be residents of the Philippines.
This rule was reiterated in Section 92 of the Corporation Code, which states:
Section 92. Election and term of trustees. – x x x No person shall be elected as trustee unless he is a member of the corporation. x x x
While Moldex may rightfully designate proxies or representatives, the latter, however, cannot be elected as directors or trustees of Condocor. First, the Corporation Code clearly provides that a director or trustee must be a member of record of the corporation. Further, the power of the proxy is merely to vote. If said proxy is not a member in his own right, he cannot be elected as a director or proxy.
*Case Digest by Claudette Anne G. Sayson JD IV, S.Y. 2019-2020