Case Digest (G.R. No. 184088)
Facts:
In Iglesia Evangelica Metodista en las Islas Filipinas (IEMELIF) (G.R. No. 184088, July 6, 2010), petitioners are the IEMELIF Corporation Sole, Rev. Nestor Pineda, Rev. Roberto Bacani, Benjamin Borlongan Jr., Danilo Saur, Richard Ponti, Alfredo Matabang and other members of the IEMELIF Tondo Congregation. Respondents include Bishop Nathanael Lazaro, Reverends Honorio Rivera, Daniel Maducdoc, Ferdinand Mercado, Arcadio Cabildo, Domingo Gonzales, Arturo Lapuz, Adorable Mangalindan, Daniel Victoria, Dakila Cruz, and lay leaders Lingkod Maducdoc and Cesar Domingo, acting individually and as members of the Supreme Consistory of Elders and those claiming under the corporation aggregate. Established in 1909 by Bishop Nicolas Zamora as a corporation sole, IEMELIF adopted by-laws in 1948 creating a Supreme Consistory of Elders that functioned de facto as a board of directors. In 1973, its general membership voted to convert to a corporation aggregate, and the Securities and Exchange CommCase Digest (G.R. No. 184088)
Facts:
- Formation and Organizational Structure of IEMELIF
- In 1909, Bishop Nicolas Zamora organized Iglesia Evangelica Metodista En Las Islas Filipinas, Inc. (IEMELIF) as a corporation sole, with the General Superintendent holding all corporate powers.
- In 1948, IEMELIF registered by-laws creating a Supreme Consistory of Elders, composed of church ministers serving four-year terms, empowered to elect officers (General Superintendent, General Secretary, General Evangelist, Treasurer General) and effectively acting as a board of directors.
- De Facto Practice and Initial Attempted Conversion
- Although IEMELIF remained a corporation sole on paper, it functioned as a corporation aggregate through Consistory decision-making without challenge.
- In the 1973 General Conference, the general membership voted to convert IEMELIF into a corporation aggregate; the SEC approved this vote on May 7, 1973, but the articles of incorporation were not amended at that time.
- SEC Advisory and Formal Amendment
- In April 2001, the SEC advised that the 1973 conversion lacked proper documentation and required an amendment of articles of incorporation.
- The Consistory, led by General Superintendent Bishop Nathanael Lazaro, secured a two-thirds vote of the general membership endorsing the amendment.
- Amended articles were filed with the SEC, accompanied by Bishop Lazaro’s affidavit-certification.
- Litigation in Lower Courts
- Petitioners (Rev. Nestor Pineda et al.), opposing the conversion, filed suit in the RTC of Manila seeking:
- Enforcement of property rights of the corporation sole;
- Declaration of nullity of the amended articles;
- Preliminary injunction or TRO.
- The RTC dismissed the case (Oct. 19, 2005), holding that Section 109 of the Corporation Code authorized application of non-stock corporation amendment rules (Section 16) to religious corporations.
- On appeal, the CA affirmed (Oct. 31, 2007) and denied reconsideration (Aug. 1, 2008).
Issues:
- Whether a corporation sole may be converted into a corporation aggregate by mere amendment of its articles of incorporation without first dissolving the corporation sole.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)