August 23, 1991

Sikap at Tiyaga ng Magsasaka

Irrigators Association, Inc.
General Nakar, Quezon Province
Gentlemen :
This refers to your letter dated July 23, 1991 requesting clarification on the
legality of the Presiding Officer's right to vote even in the absence of deadlock or tie.
cdtai

The Corporation Code has a special provision relative to the right of the
members of a non-stock corporation to vote on corporate matters. The law provides:
"SECTION 89.
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." . . . (Emphasis supplied)

From the foregoing provision, it is clear that unless denied in the articles of
incorporation or by-laws, a member of a non-stock corporation shall be entitled to
vote.
In the case of Sikap at Tiyaga ng mga Magsasaka Irrigators Association, Inc.
every member is entitled to vote. The pertinent provision of its By-laws provides thus:
KABANATA III
"Pangkat 1 Karapatan ng mga kasapi
1.
Karapatan ng mga kasapi na bumoto sa lahat ng bagay na may
kinalaman sa Samahan;"
cdasia

Accordingly, a member of subject association who is acting as the presiding

officer cannot be deprived of the right to vote if he wishes to exercise such right, and
in the absence of a provision in the articles of incorporation or by-laws, any policy or
rule disallowing him to vote is contrary to law.
Copyright 1994-2016

CD Technologies Asia, Inc.

Securities and Exchange Commission 2015

Anent your question as to who will break the deadlock or tie in the event that
the presiding officer has already exercised his voting right, it is opined that any matter
or transaction must necessarily fail if the votes attained is less than what the law
requires for the particular transaction. As an example, if an issue to be resolved
requires a majority or 51% vote for it to be passed and only a vote of exactly 50% is
attained or in other words, there is a tie, the issue or proposition simply loses.
Therefore, there is no need to break the tie or deadlock.
cdlex

Please be advised accordingly.

Very truly yours,

(SGD.) ROSARIO N. LOPEZ
Chairman

Copyright 1994-2016

CD Technologies Asia, Inc.

Securities and Exchange Commission 2015