TITLE XINON-STOCK
CORPORATIONS
Sec. 87. Definition.
- For the purposes of this Code, a non-stock corporation is one where
no
part of its income is distributable as dividends to its members,
trustees,
or officers, subject to the provisions of this Code on dissolution:
Provided,
That any profit which a non-stock corporation may obtain as an incident
to its operations shall, whenever necessary or proper, be used for the
furtherance of the purpose or purposes for which the corporation was
organized,
subject to the provisions of this Title.
The
provisions governing stock corporation,
when pertinent, shall be applicable to non-stock corporations, except
as
may be covered by specific provisions of this Title. (n)
Sec.
88. Purposes.
- Non-stock corporations may be formed or organized for charitable,
religious,
educational, professional, cultural, fraternal, literary, scientific,
social,
civic service, or similar purposes, like trade, industry, agricultural
and like chambers, or any combination thereof, subject to the special
provisions
of this Title governing particular classes of non-stock corporations.
(n)
Chapter I -
MEMBERS
Sec. 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.
Unless
otherwise provided in the articles
of incorporation or the by-laws, a member may vote by proxy in
accordance
with the provisions of this Code. (n)
Voting by
mail or other similar means by members
of non-stock corporations may be authorized by the by-laws of non-stock
corporations with the approval of, and under such conditions which may
be prescribed by, the Securities and Exchange Commission.
Sec. 90. Non-transferability
of membership. - Membership in a non-stock corporation
and
all rights arising therefrom are personal and non-transferable, unless
the articles of incorporation or the by-laws otherwise provide. (n)
Sec. 91. Termination
of membership. - 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 by-laws. (n)
Chapter II -
TRUSTEES AND OFFICERS
Sec. 92. Election
and term of trustees. - Unless otherwise provided in the
articles of incorporation or the by-laws, the board of trustees of
non-stock
corporations, which may be more than fifteen (15) in number as may be
fixed
in their articles of incorporation or by-laws, shall, as soon as
organized,
so classify themselves that the term of office of one-third (1/3) of
their
number shall expire every year; and subsequent elections of trustees
comprising
one-third (1/3) of the board of trustees shall be held annually and
trustees
so elected shall have a term of three (3) years. Trustees thereafter
elected
to fill vacancies occurring before the expiration of a particular term
shall hold office only for the unexpired period.
No person
shall be elected as trustee unless
he is a member of the corporation.
Unless
otherwise provided in the articles
of incorporation or the by-laws, officers of a non-stock corporation
may
be directly elected by the members. (n)
Sec. 93. Place
of meetings. - The by-laws may provide that the members
of a non-stock corporation may hold their regular or special meetings
at
any place even outside the place where the principal office of the
corporation
is located: Provided, That proper notice is sent to all members
indicating
the date, time and place of the meeting: and Provided, further, That
the
place of meeting shall be within the Philippines. (n)
Chapter III
- DISTRIBUTION OF ASSETS INNON-STOCK
CORPORATIONS
Sec. 94. Rules
of distribution. - In case dissolution of a non-stock
corporation
in accordance with the provisions of this Code, its assets shall be
applied
and distributed as follows:
1. All liabilities and obligations of the
corporation shall be paid, satisfied and discharged, or adequate
provision
shall be made therefore;
2. Assets held by the corporation upon
a condition
requiring return, transfer or conveyance, and which condition occurs by
reason of the dissolution, shall be returned, transferred or conveyed
in
accordance with such requirements;
3. Assets received and held by the
corporation
subject to limitations permitting their use only for charitable,
religious,
benevolent, educational or similar purposes, but not held upon a
condition
requiring return, transfer or conveyance by reason of the dissolution,
shall be transferred or conveyed to one or more corporations, societies
or organizations engaged in activities in the Philippines substantially
similar to those of the dissolving corporation according to a plan of
distribution
adopted pursuant to this Chapter;
4. Assets other than those mentioned
in the
preceding paragraphs, if any, shall be distributed in accordance with
the
provisions of the articles of incorporation or the by-laws, to the
extent
that the articles of incorporation or the by-laws, determine the
distributive
rights of members, or any class or classes of members, or provide for
distribution;
and
5. In any other case, assets may be
distributed
to such persons, societies, organizations or corporations, whether or
not
organized for profit, as may be specified in a plan of distribution
adopted
pursuant to this Chapter. (n)
Sec. 95.
Plan of
distribution of assets. - A plan providing for the
distribution
of assets, not inconsistent with the provisions of this Title, may be
adopted
by a non-stock corporation in the process of dissolution in the
following
manner:
The board
of trustees shall, by majority vote,
adopt a resolution recommending a plan of distribution and directing
the
submission thereof to a vote at a regular or special meeting of members
having voting rights. Written notice setting forth the proposed plan of
distribution or a summary thereof and the date, time and place of such
meeting shall be given to each member entitled to vote, within the time
and in the manner provided in this Code for the giving of notice of
meetings
to members. Such plan of distribution shall be adopted upon approval of
at least two-thirds (2/3) of the members having voting rights present
or
represented by proxy at such meeting. (n) |