G.R. No. 47411 - Wolfson vs. Manila Stock Exchange

The petitioner, J. A. Wolfson, assisted in the organization of the Manila Stock Exchange and acted as its secretary for a nominal fee.
On August 16, 1927, during a meeting to adopt the by-laws, the original members unanimously elected the petitioner as an honorary member for life with the rights, privileges, and prerogatives of a regular member—except the right to vote—and exempted him from payment of dues or assessments.
A certificate of membership was issued to the petitioner on September 1, 1927.

On September 4, 1936, the petitioner requested a copy of the revised rules and regulations, but the respondent refused on the ground that the rules granted full privileges only to regular members.
The petitioner sent additional letters reiterating his claim of vested rights as an honorary member, emphasizing the rights conferred upon him by the August 16, 1927 resolution.

On October 2, 1936, the Board of Directors of the Manila Stock Exchange passed a resolution rescinding the petitioner’s honorary membership.
In its defense, the respondent argued:

Neither the by-laws nor the articles of incorporation provided for the creation of an honorary membership for life.
The petitioner was aware of procedural limitations and was not included in the membership quota when additional members were admitted on August 25, 1927.
Subsequent changes in membership numbers further highlighted that the petitioner’s claim had not been acknowledged by the other members.
The board’s resolution rescinding the petitioner’s membership was valid, thereby justifying the cancellation of his certificate.

The Court of First Instance of Manila, in its decision on August 31, 1937, denied the writ of mandamus requested by the petitioner and ordered him to surrender his certificate of membership.
The petitioner, contesting that decision, assigned multiple errors upon appeal, particularly contesting that his election granted him vested rights as a member and that the board acted illegally in rescinding his honorary membership.

Whether the resolution of August 16, 1927, electing the petitioner as an honorary member for life with privileges nearly equivalent to those of a regular member (except the right to vote and exemption from dues) is valid and enforceable.
Whether the petitioner acquired vested rights arising from the purported election to honorary membership, entitling him to participate in the benefits of regular membership.
Whether the Board of Directors of the Manila Stock Exchange acted illegally by rescinding the petitioner’s honorary membership, considering the requirements stipulated in the by-laws.
Whether mandamus is an available remedy to compel the respondent to revoke the resolution rescinding the petitioner’s honorary membership, given that the petitioner did not comply with the requisites prescribed in the by-laws.