Long v. Basa, et al.
It was
G.R. No. 134963-64, 135152-53, 137135, Sept. 27, 2001
FACTS: In 1973, a religious group known as "The Church In Quezon City
(Church Assembly Hall), Incorporated" (CHURCH) was organized as "an
entity of the brotherhood in Christ.'' The members of the CHURCH vested
upon the Board of Directors the absolute power to preserve and protect
their faith and to admit and expel a member of the CHURCH. Only "persons
zealous of the Gospel, faithful in Church work and of sound knowledge of
the Truth, as the Board of Directors shall admit to membership, shall be
members of the (CHURCH)."
As early as 1988, the BOD observed that certain members of the CHURCH
exhibited "conduct which was dishonorable, improper and injurious to the
character and interest of the (CHURCH)" by "introducing (to the members)
doctrines and teachings which were not based on the Holy Bible" and the
Principles of Faith embraced by the CHURCH. They were advised "to
correct their ways" and warned them that if they persist in their highly
improper conduct, they will be dropped from the membership of the
CHURCH; during Sunday worship gatherings, Long et al. ignored these
repeated admonitions. Alarmed the Board of Directors, during its regular
meeting held for the purpose of reviewing and updating the membership
list of the CHURCH, removed from the said list certain names of members,
including the names of Joseph Lim, Liu Yek See, Alfredo Long and Felix
Almeria. The Board also updated the list by removing the names of those
who have migrated to other countries, those deceased and those whom
the CHURCH had lost contact with. The updated membership list approved
by the Board, together with the minutes of the meeting, were duly filed
with the SEC.
The members questioned their expulsion by filing with the SEC Securities
Investigation and Clearing Department a petition against Directors Yao
Chek, Leandro Basa, Lydia Basa and Anthony Sayheeliam. It sought mainly
the annulment of the 30 August 1993 membership list and the
reinstatement of the original list on the ground that the expulsion was
made without prior notice and hearing. After conducting a hearing on the
application for a writ of preliminary injunction, SEC Hearing Officer Manuel
Perea denied the hearing for a writ of preliminary injunction.
elevated to the SEC en banc which dismissed it for lack of merit.
On 31 July 1996, the SEC en banc, issued an order in SEC EB Case 484,
setting aside the expulsion of certain members of the CHURCH approved
by its Board of Directors on 30 August 1993 for being void and ordering the
reinstatement of Long, et al. as members of the CHURCH. Promptly,
Sayheeliam and Basa filed a petition for review with the Court of Appeals
(CA-GR SP 41551). Yao Check, for his part, filed a motion for
reconsideration of the same order. Upon denial of his motion he also filed
with the Court of Appeals a petition for review (CA-GR SP 43389), which
was consolidated with CA-GR SP 41551). On 29 May 1998, the Court of
Appeals Prepared by: Mary Louise M. Ramos 2 promulgated its decision
granting Basa, et al.'s consolidated petitions and reversing the 31 July 1996
order of the SEC en banc in SEC EB Case 484. Long, et al. filed a motion for
reconsideration but was denied by the appellate court in a resolution
dated 18 August 1998. Long, Lim Che Boon, et al. filed the petitions for
review, which were subsequently consolidated.
ISSUE: Whether the expulsion of Joseph Lim, Liu Yek See, Alfredo Long and
Felix Almeria from the membership of the CHURCH by its Board of
Directors through a resolution issued on August 30, 1993 is in accordance
with law.
HELD: The By-laws of the CHURCH, which the members have expressly
adhered to, does not require the Board of Directors to give prior notice to
the erring or dissident members in cases of expulsion. In the By-law
provision, the only requirements before a member can be expelled or
removed from the membership of the CHURCH are: (a) the Board of
Directors has been notified that a member has failed to observe any
regulations and By-laws of the CHURCH, or the conduct of any member has
been dishonorable or improper or otherwise injurious to the character and
interest of the CHURCH, and (b) a resolution is passed by the Board
expelling the member concerned, without assigning any reason therefor.
Thus, a member who commits any of the causes for expulsion enumerated
in paragraph 4 of Article VII may be expelled by the Board of Directors,
through a resolution, without giving that erring member any notice prior to
his expulsion. The resolution need not even state the reason for such
action. The CHURCH By-law provision on expulsion, as phrased, may sound
unusual and objectionable as there is no requirement of prior notice to be
given to an erring member before he can be expelled; but that is how
peculiar the nature of a religious corporation is vis-a-vis an ordinary
corporation organized for profit. It must be stressed that the basis of the
relationship between a religious corporation and its members is the latter's
absolute adherence to a common religious or spiritual belief . Once this
basis ceases, membership in the religious corporation must also cease.
Thus, generally, there is no room for dissension in a religious corporation.
And where any member of a religious corporation is expelled from the
membership for espousing doctrines and teachings contrary to that of his
church, the established doctrine in this jurisdiction is that such action from
the church authorities is conclusive upon the civil courts. Obviously
recognizing the peculiarity of a religious corporation, the Corporation Code
leaves the matter of ecclesiastical discipline to the religious group
concerned. Section 91 of the Corporation Code, which has been made
explicitly applicable to religious corporations by the second paragraph of
Section 109 of the same Code, provides for the termination of
membership. It provides that "Membership shall be terminated in the
manner and for the causes provided in the articles of incorporation or the
by-laws. Termination of membership shall have the effect of extinguishing
all rights of a member in the corporation or in its property, unless
otherwise provided in the articles of incorporation or the bylaws." In fact,
Long, et al. really have no reason to bewail the lack of prior notice in the
By-laws. They have waived such notice by adhering to those By-laws. They
became members of the CHURCH voluntarily. They entered into its
covenant and subscribed to its rules. By doing so, they are bound by their
consent. Even assuming that Long, et al.'s expulsion falls within the
Constitutional provisions on "prior notice" or "due process," still the Court
can not conclude that Basa, et al. committed a constitutional infraction.
Long, et al. were given more than sufficient notice of their impending
expulsion, as shown by the records.
Sta. Clara Homeowners’ Association v. Sps. Gaston
G.R. No. 141961, Jan. 23, 2002
FACTS: Spouses Victor Ma. Gaston and Lydia M. Gaston were residents of
San Jose Avenue, Sta. Clara Subdivision, Mandalagan, Bacolod City from
1974 and from that time on, they have remained non-members of Sta.
Clara Homeowners Association (SCHA). In the middle of March 1998, SCHA
disseminated a board resolution which decreed that only its members in
good standing were to be issued stickers for use in their vehicles.
Thereafter, on three separate incidents, Sps. Gaston and their son, were
required to present their driver’s license as a prerequisite to enter the
subdivision. On 1 April 1998, Sps. Gaston, filed a complaint for damages
before the RTC against SCHA thru its Board of Directors.
Later on, petitioners filed a motion to dismiss arguing that the trial court
had no jurisdiction as it involves an intra-corporate dispute between SCHA
and its members pursuant to R.A. No. 580, as amended by E.O. Nos. 535
and 90. Also, its by-laws contains a provision that all real estate owners in
Sta. Clara Subdivision automatically become members of the association.
RTC denied petitioners’ motion to dismiss. On appeal, CA ruled that the
RTC had jurisdiction over the dispute.
ISSUE: W/N Sps. Gaston are members of SCHA.
HELD: The constitutionally guaranteed freedom of association includes
the freedom not to associate. It should be noted that the provision
guarantees the right to form an association. It does not include the right to
compel others to form or join one.
More to the point, private respondents cannot be compelled to become
members of the SCHA by the simple expedient of including them in its
Articles of Incorporation and By-laws without their express or implied
consent. True, it may be to the mutual advantage of lot owners in a
subdivision to band themselves together to promote their common
welfare. But that is possible only if the owners voluntarily agree, directly or
indirectly, to become members of the association. True also, memberships
in homeowner’s associations may be acquired in various ways -- often
through deeds of sale, Torrens certificates or other forms of evidence of
property ownership. In the present case, however, other than the said
Articles of Incorporation and By-laws, there is no showing that private
respondents have agreed to be SCHA members.
As correctly observed by the CA: x x x. The approval by the SEC of the said
documents is not an operative act which bestows membership on the
private respondents because the right to associate partakes of the nature
of freedom of contract which can be exercised by and between the
homeowners amongst themselves, the homeowners’ association and a
homeowner, and the subdivision owner and a homeowner/lot buyer x x x.
Padcom v. Ortigas Center
May 9, 2002
FACTS: PADCOM owns and manages the Padilla Office Condominium
Building (PADCOM Building). The land on which the building stands was
originally acquired by Tierra Development Corporation (TDC). Among the
terms and conditions in the deed of sale was the requirement that the
transferee and its successor-in-interest must become members of an
association for realty owners and long-terms lessees in the Ortigas Center.
Subsequently, the said lot, was conveyed by TDC in favor of PADCOM in a
Deed of Transfer.
Ortigas Center Association, Inc. was organized to advance the interests and
promote the general welfare of the real estate owners and long-term
lessees of lots in the Ortigas Center. It sought the collection of membership
dues in P2,724.40 per month from PADCOM. PADCOM owed the
Association P639,961.47, representing membership dues, interests and
penalty charges from April 1983 to June 1993. PADCOM failed and refused
to pay its arrears despite repeated demands for payment. Thus, the
Association filed a complaint for collection of sum money before the RTC.
PADCOM contended that no automatic membership was apparently
contemplated in the Association’s By-laws. PADCOM added that it could
not be compelled to become a member without violating its right to
freedom of association.
The trial court rendered a decision dismissing the complaint. CA reversed
and set aside the trial court’s dismissal of the civil case. Despite disavowal
of membership, PADCOM’s membership in the Association was evident
from these facts: (1) PADCOM was included in the Association’s list of bona
fide members as of 30 March 1995; (2) Narciso Padilla, PADCOM’s
President, was one of the Association’s incorporators; and (3) having
received the demands for payment, PADCOM not only acknowledged
them, but asked for and was granted repeated extensions, and even
proposed a scheme for the settlement of its obligation.
ISSUE: W/N PADCOM can be compelled to join the association pursuant to
the automatic membership clause appearing as a condition in the Deed of
Sale.
HELD: YES. We are not persuaded by PADCOM’s contention that the By-
laws of the Association requires application for membership and
acceptance thereof by the Board of Directors. As lot owner, PADCOM is a
regular member of the Association. No application for membership is
necessary.
Neither are we convinced by PADCOM’s contention that the automatic
membership clause is a violation of its freedom of association. PADCOM
was never forced to join the association. It could have avoided such
membership by not buying the land from TDC. Nobody forced it to buy the
land when it bought the building with the annotation of the condition or
lien on the Certificate of Title thereof and accepted the Deed. PADCOM
voluntarily agreed to be bound by and respect the condition, and thus to
join the association.
Tan v. Sycip
G.R. No. 153468, August 17, 2006
FACTS: Grace Christian High School (GCHS) is a nonstock, non-profit
educational corporation with 15 regular members, who also constitute the
board of trustees. During the annual members’ meeting, there were only
11 living member-trustees, as 4 have already died. Out of the 11, 7
attended the meeting through their respective proxies. The meeting was
convened and chaired by Atty. Sabino Padilla Jr. over the objection of Atty.
Antonio C. Pacis, who argued that there was no quorum. In the meeting,
Petitioners Ernesto Tanchi, Edwin Ngo, Virginia Khoo, and Judith Tan were
voted to replace the four deceased member-trustees.
When the controversy reached SEC, petitioners maintained that the
deceased member-trustees should not be counted in the computation of
the quorum because, upon their death, members automatically lost all
their rights (including the right to vote) and interests in the corporation.
SEC declared the meeting null and void and ruled that the phrase “entitled
to vote” under Sec. 24 of the Corporation Code should be read together
with Sec. 89.
The SEC en banc denied the appeal of petitioners and affirmed the Decision
of the hearing officer in toto. On appeal to the CA, the CA dismissed the
appeal of petitioners.
Under the By-Laws of GCHS, membership in the corporation shall, among
others, be terminated by the death of the member. Applying Section 91 of
the Corporation Code to the present case, dead members who are
dropped from the membership roster in the manner and for the cause
provided for in the By-Laws of GCHS are not to be counted in determining
the requisite vote in corporate matters or the requisite quorum for the
annual members’ meeting. With 11 remaining members, the quorum in
the present case should be 6. Therefore, there being a quorum, the annual
members’ meeting was valid.

ISSUE: W/N dead members should still be counted in the determination of

the quorum for purposes of conducting the annual members’ meeting.

HELD: NO. For nonstock corporations, only those who are actual, living
members with voting rights shall be counted in determining the existence
of a quorum during members’ meetings. Dead members shall not be
counted.

One of the most important rights of a qualified shareholder or member is

the right to vote -- either personally or by proxy -- for the directors or
trustees who are to manage the corporate affairs. In nonstock
corporations, the voting rights attach to membership. The principle for
determining the quorum for stock corporations is applied by analogy to
nonstock corporations, only those who are actual members with voting
rights should be counted.

Having thus determined that the quorum in a members’ meeting is to be

reckoned as the actual number of members of the corporation, the next
question to resolve is what happens in the event of the death of one of
them. Membership in and all rights arising from a nonstock corporation are
personal and non-transferable, unless the articles of incorporation or the
bylaws of the corporation provide otherwise. In other words, the
determination of whether or not "dead members" are entitled to exercise
their voting rights (through their executor or administrator), depends on
those articles of incorporation or bylaws.
Dulay Enterprises v. CA
225 SCRA 678
FACTS: Manuel R. Dulay Enterprises, Inc., a domestic corporation, obtained
various loans for the construction of its hotel project, Dulay Continental
Hotel. Manuel Dulay, by virtue of Board Resolution No. 18, sold the subject
property to spouses Maria Theresa and Castrene Veloso. Maria Veloso,
without the knowledge of Manuel Dulay, mortgaged the subject property
to Manuel A. Torres. Upon the failure of Maria Veloso to pay Torres, the
property was sold to Torres in an extrajudicial foreclosure sale.
Torres filed an action against the corporation, Virgilio Dulay and
Nepomuceno Redovan. MTC ordered, among others, the corporation and
the tenants to vacate the premises. RTC affirmed the decision.
On appeal, the petitioners contend that RTC had acted with grave abuse of
discretion when it applied the doctrine of piercing the veil of corporate
entity considering that the sale has no binding effect on corporation as
Board Resolution No. 18 which authorized the sale of the subject property
was resolved without the approval of all the members of the board of
directors and said Board Resolution was prepared by a person not
designated by the corporation to be its secretary.
ISSUE: W/N the sale to Veloso is valid notwithstanding that it was resolved
without the approval of all the members of the board of directors.
HELD: YES. Section 101 of the Corporation Code of the Philippines provides
that, “unless the by-laws provide otherwise, any action by the directors of
a close corporation without a meeting shall nevertheless be deemed valid
if:
1. Before or after such action is taken, written consent thereto is signed by
all the directors, or
2. All the stockholders have actual or implied knowledge of the action and
make no prompt objection thereto in writing; or
3. The directors are accustomed to take informal action with the express or
implied acquiesce of all the stockholders, or
4. All the directors have express or implied knowledge of the action in
question and none of them makes prompt objection thereto in writing.
If a directors' meeting is held without call or notice, an action taken therein
within the corporate powers is deemed ratified by a director who failed to
attend, unless he promptly files his written objection with the secretary of
the corporation after having knowledge thereof.”
In the instant case, petitioner corporation is classified as a close
corporation and consequently a board resolution authorizing the sale or
mortgage is not necessary to bind the corporation for the action of its
president. At any rate, corporate action taken at a board meeting without
proper call or notice in a close corporation is deemed ratified by the absent
director unless the latter promptly files his written objection with the
secretary of the corporation after having knowledge of the meeting which,
in his case, Virgilio Dulay failed to do.
Although a corporation is an entity which has a personality distinct and
separate from its individual stockholders or members, the veil of corporate
fiction may be pierced when it is used to defeat public convenience justify
wrong, protect fraud or defend crime.
San Juan Structural Steel Fabricators v. CA
296 SCRA 632
FACTS: San Juan Structural and Steel Fabricators entered into an
agreement with Motorich Sales Corporation through Nenita Gruenberg,
corporate treasurer of Motorich, for the transfer to the former a parcel of
land upon a P100,000 earnest money, balance to be payable within March
2, 1989. Upon payment of the earnest money, and on March 1, 1989, San
Juan allegedly asked to be submitted a computation of the balance due to
Motorich. The latter, despite repeated demands, refused to execute the
Deed of Assignment of the land. San Juan discovered that Motorich
entered into a Deed of Absolute Sale of the land to ACL Development
Corporation. Hence, San Juan filed a complaint with the RTC. On the other
hand, Motorich contends that since Nenita Gruenberg was only the
treasurer of said corporation, and that its president, Reynaldo Gruenberg,
did not sign the agreement entered into by San Juan and Motorich, the
treasurer’s signature was inadequate to bind Motorich to the agreement.
Furthermore, Nenita contended that since San Juan was not able to pay
within the stipulated period, no deed of assignment could be made. The
deed was agreed to be executed only after receipt of the cash payment,
and since according to Nenita, no cash payment was made on the due
date, no deed could have been executed. RTC dismissed the case holding
that Nenita Gruenberg was not authorized by Motorich to enter into said
contract with San Juan, and that a majority vote of the BoD was necessary
to sell assets of the corporation in accordance with Sec. 40 of the
Corporation Code. CA affirmed this decision.
ISSUE: W/N there was a valid contract existing between San Juan and
Motorich.
HELD: NO. The contract entered into between Nenita and San Juan cannot
bind Motorich, because the latter never authorized nor ratified such sale. A
corporation is a juridical person separate and distinct from its stockholders
or members. Accordingly, the property of the corporation is not the
property of its stockholders and may not be sold by them without express
authorization from the corporation’s BoD. This is in accordance with Sec.
23 of the Corporation Code. Indubitably, a corporation can only act
through its BoD or, when authorized either by its by laws or by its board
resolution, through its officers or agents in the normal course of business.
The general principles of agency govern the relation between the
corporation and its officers or agents, subject to the AoI, by laws, or
relevant provisions of law. A corporate officer or agent may represent and
bind the corporation in transactions with 3rd persons to the extent that
the authority to do so has been conferred upon him, and this includes
powers which have been intentionally conferred, and also such powers as,
in the usual course of the particular business, are incidental to, or may be
implied from, the powers intentionally conferred, powers added by custom
and usage, as usually pertaining to the particular officer or agent, and such
apparent powers as the corporation has caused persons dealing with the
officer or agent to believe that it has conferred. Furthermore, persons
dealing with an assumed agent, whether the assumed agency be a general
or special one, are bound at their peril, if they would hold the principal
liable, to ascertain not only the fact of agency but also the nature and
extent of authority, and in case either is controverted, the burden of proof
is upon them to establish it. Unless duly authorized, a treasurer, whose
powers are limited, cannot bind the corporation in a sale of its assets. In
the case at bar, San Juan had the responsibility of ascertaining the extent
of Nenita’s authority to represent the corporation. Selling is obviously
foreign to a corporate treasurer’s function. Neither was real estate sale
shown to be a normal business activity of Motorich. The primary purpose
of said corporation is marketing, distribution, import and export relating to
a general merchandising business. Unmistakably, its treasurer is not
cloaked with actual or apparent authority to buy or sell real property, an
activity which falls way beyond the scope of her general authority. Acts of
corporate officers within the scope of their authority are binding on the
corporation. But when these officers exceed their authority, their actions
cannot bind the corporation, unless it has ratified such acts or is estopped
from disclaiming them.
Bustos v. Millians Shoe, Inc.
824 SCRA 67
FACTS: Spouses Fernando and Amelia Cruz owned a 464-square-meter lot
covered by Transfer Certificate of Title (TCT) No. N-126668. On 6 January
2004, the City Government of Marikina levied the property for non-
payment of real estate taxes. Petitioner then applied for the cancellation of
TCT of the property. Marikina City RTC, rendered a final and executory
Decision ordering the cancellation of the previous title and the issuance of
a new one under the name of petitioner.
On 26 September 2006, petitioner moved for the exclusion of the subject
property from the Stay Order. He claimed that the lot belonged to Spouses
Cruz who were mere stockholders and officers of MSL He further argued
that since he had won the bidding of the property before the annotation of
the title, the auctioned property could no longer be part of the Stay Order.
The RTC denied the entreaty of petitioner. It ruled that because the period
of redemption had not yet lapsed at the time of the issuance of the Stay
Order, the ownership thereof had not yet been transferred to petitioner.
Petitioner moved for reconsideration, but to no avail. He then filed an
action for certiorari before the CA. He asserted that the Stay Order
undermined the taxing powers of the local government unit. He also
reiterated his arguments that Spouses Cruz owned the property, and that
the lot had already been auctioned to him.
The said parcel of land which secured several mortgage liens for the
account of MSI remains to be an asset of the Cruz Spouses, who are the
stockholders and officers of MSI, a close corporation. Incidentally, as an
exception to the general rule, in a close corporation, the stockholders
and/or officers usually manage the business of the corporation and are
subject to all liabilities of directors, i.e. personally liable for corporate debts
and obligations. Thus, the Cruz Spouses being stockholders of MSI are
personally liable for the latter's debt and obligations. Petitioner
unsuccessfully moved for reconsideration. The CA maintained its ruling and
even held that his prayer to exclude the property was time-barred by the
10-day reglementary period to oppose rehabilitation petitions under Rule
4, Section 6 of the Interim Rules of Procedure on Corporate Rehabilitation
Before this Court, petitioner maintains three points: (1) the Spouses Cruz
are not liable for the debts of MSI; (2) the Stay Order undermines the
taxing power of Marikina City; and (3) the time bar rule does not apply to
him, because he is not a creditor of MSI. 12 In their Comment, 13
respondents do not contest that Spouses Cruz own the subject property.
Rather, respondents assert that as stockholders and officers of a close
corporation, they are personally liable for its debts and obligations.
Furthermore, they argue that since the Rehabilitation Plan of MSI has been
approved, petitioner can no longer assail the same.
ISSUE: W/N Spouses Cruz cannot be considered as stockholders of a close
corporation and thus not liable for the debts of MSI.
HELD: YES. Section 97 of the Corporation Code only specifies that “the
stockholders of the corporation shall be subject to all liabilities of
directors.” No inference can be taken that stockholders of a close
corporation are automatically liable for corporate debts and obligations.
Parenthetically, only Section 100, paragraph 5, of the Corporation Code
explicitly provides for personal liability of stockholders of close
corporation, “Sec. 100. Agreements by stockholders.—x x x x 5. To the
extent that the stockholders are actively engaged in the management or
operation of the business and affairs of a close corporation, the
stockholders shall be held to strict fiduciary duties to each other and
among themselves. Said stockholders shall be personally liable for
corporate torts unless the corporation has obtained reasonably adequate
liability insurance.”
As can be read in that provision, several requisites must be present for its
applicability. None of these were alleged in the case of Spouses Cruz.
Neither did the RTC or the CA explain the factual circumstances for this
Court to discuss the personally liability of respondents to their creditors
because of “corporate torts.”
With this in mind, the general doctrine of separate juridical personality
shall be applied, which provides that a corporation has a legal personality
separate and distinct from that of people comprising it. By virtue of that
doctrine, stockholders of a corporation enjoy the principle of limited
liability: the corporate debt is not the debt of the stockholder. Being an
officer or a stockholder of a corporation does not make one’s property the
property also of the corporation.
Iglesia Evangelica v. Bishop Lazaro
6 July 2010
FACTS: Apparently, although the IEMELIF remained a corporation sole on
paper, it had always acted like a corporation aggregate. The Consistory
exercised IEMELIF’s decision making powers without ever being
challenged.
Subsequently, during its 1973 General Conference, the general
membership voted to put things right by changing IEMELIF’s organizational
structure from a corporation sole to a corporation aggregate. On May 7,
1973 the Securities and Exchange Commission (SEC) approved the vote. For
some reasons, however, the corporate papers of the IEMELIF remained
unaltered as a corporation sole.
Only in 2001, about 28 years later, did the issue reemerge. In answer to a
query from the IEMELIF, the SEC replied on April 3, 2001 that, although the
SEC Commissioner did not in 1948 object to the conversion of the IEMELIF
into a corporation aggregate, that conversion was not properly carried out
and documented. The SEC said that the IEMELIF needed to amend its
articles of incorporation for that purpose

ISSUE: W/N a corporation sole may be converted into a corporation

aggregate by mere amendment of its articles of incorporation.

HELD: YES. There is no point to dissolving the corporation sole of one

member to enable the corporation aggregate to emerge from it. Whether
it is a non-stock corporation or a corporation sole, the corporate being
remains distinct from its members, whatever be their number. The
increase in the number of its corporate membership does not change the
complexion of its corporate responsibility to third parties. The one
member, with the concurrence of two-thirds of the membership of the
organization for whom he acts as trustee, can self-will the amendment. He
can, with membership concurrence, increase the technical number of the
members of the corporation from "sole" or one to the greater number
authorized by its amended articles.