Case Summary (G.R. No. L-30146)
Issues Presented
- Was the July 21, 2012 membership meeting validly constituted?
- Can Moldex be deemed a member of Condocor?
- May non-unit owners (Moldex’s proxies) be elected to the Board of Directors and as officers?
Procedural Analysis
The petition raises pure questions of law—quorum computation, statutory membership, and director eligibility—suitable for review under Rule 45. Although intra-corporate disputes generally appeal via Rule 43 to the CA, exceptional purely legal issues merit direct Supreme Court review.
Membership Status of Petitioner
Lim’s purported assignment of her unit was not registered with the Register of Deeds nor reported to Condocor. Under Section 90, Corporation Code, and Condocor’s By-Laws and Master Deed, membership is appurtenant to registered unit ownership and non-transferable without proper registration. Lim retains ownership and membership; the later confirmatory power of attorney reaffirms her continuing rights.
Quorum Requirements in Non-Stock Corporations
Section 52, Corporation Code, provides that a quorum in non-stock corporations consists of a majority of members (not voting rights). Condocor’s By-Laws specify “members in good standing.” With 108 unit-owner members, at least 55 must be present. Only 29 were present; therefore no quorum existed. Any resolutions, including election of directors, are null and void.
Moldex’s Membership in Condocor
Under RA 4726, Section 2 and 10, every registered owner of a separate interest (unit) automatically becomes a member of the condominium corporation. Moldex, as registered owner of unsold units, is a Condocor member. P.D. No. 957 governs homeowners associations but does not limit condominium corporation membership; the Condominium Act controls.
Proxy Representation by Moldex
A corporation acts through natural persons. Section 58, Corporation Code, and Condocor’s By-Laws permit proxies. Moldex validly designated the individual respondents as its proxies via corporate resolution, properly filed with Condocor’s secretary.
Eligibility of Directors and Officers
Sections 23 and 92, Corporation Code, require directors (and, in non-stock corporations, trustees) to be actual members. A proxy, not a member in his own right, may vote but cannot be elected director. Consequently, the indiv
Case Syllabus (G.R. No. L-30146)
Background Facts
- Petitioner Mary E. Lim is a registered unit owner and member of the 1322 Roxas Boulevard Condominium Corporation (“Condocor”).
- Moldex Land, Inc. (“Moldex”) is the developer and registered owner of 220 unsold units in Golden Empire Tower; it is also a Condocor member by virtue of those holdings.
- Individual respondents Jeffrey Jaminola, Edgardo Macalintal, Joji Milanes, and Clothilda Anne Roman are non–unit buyers but were elected to Condocor’s Board of Directors in 2008 and re-elected on July 21, 2012.
- On July 21, 2012, Condocor’s Secretary certified—and the Chairman declared—a quorum based on voting rights of 83.33% of members in good standing, including Moldex’s 58,504 votes.
- Lim objected to the meeting’s validity, walked out with other unit owners, and protested the election of directors and officers.
Procedural History
- Lim filed an election protest in the Regional Trial Court (RTC), Branch 24, Manila (Civil Case No. 12-128478), seeking annulment of the July 21, 2012 membership meeting, the election of the four individual respondents, and an accounting.
- The RTC dismissed Lim’s complaint, upholding quorum, Moldex’s membership, and the validity of the individual respondents’ election as directors and officers.
- Lim filed a Rule 45 petition for certiorari before the Supreme Court; an initial Resolution denied it for raising mixed questions of fact and law.
- Upon reconsideration, the Supreme Court granted petition to resolve pure questions of law; respondents filed Comment, and Lim filed Reply.
Issues Presented
- Whether the July 21, 2012 Annual General Membership Meeting of Condocor was validly convened and quorate.
- Whether Moldex, as owner-developer of unsold units, is a member of Condocor and may vote or be represented.
- Whether non–unit buyers (individual respondents) may be elected as members of Condocor’s Board of Directors.
- Subsidiary questions on the automatic reservation of board seats for Mol