TAN v.

SYCIP
-Grace Christian High School (GCHS) is a non-stock, non-profit educational
corporation with 15 regular members, who also constitute the BOT.
-During the annual member's meeting, there were only 11 living member-trustees (4
already died).
-The meeting was held, convened and chaired by Atty. Padilla, over the objection of
Atty. Pacis that there was no quorum; 4 members voted to replace the 4 deceased.
-When the controversy reached the SEC, the hearing officer held that the meeting is
null and void for lack of quorum; that the basis for determining quorum should be
the number as specified in the AOI.
-CA dismissed the appeal because the Verification and Certification of NFS had been
signed by Atty. Padila without any SPA.
+WON dead memebers should still be counted in the determination of the quorum, for
the purpose of conducting the annual members' meeting
=NO.
=Sec. 52 of Corp Code provides unless otherwise provided for in this code or in the
by-laws, quorum shall consist of a majority of the members in case of non-stock
corporations.
=In non-stock corporations, voting right attach to membership; entitled to one vote
unless so LBD in the AOI or BL; Only those who are ACTUAL members with rights
should be counted.
=In non-stock corporations, membership in and all rights are personal and non-
transferable, unless AOI o BL provide otherwise. Hence, determination of WON dead
members have voting rights depend on the AOI or BL.
=Sec. 91 of Corp Code further provides that termination extinguishes all the rights
of a member of the corproation, unless otherwise provided in the articles of
incorporation or the by-laws.
=Under the By-laws of GCHS, membership in the corporation shall, among others, be
terminated by the death of the member.
=HENCE, dead memebers are not to be counted in for quorum. Quorum of 11 is 6.
=BUT, the mode of filing the vacancy in this case cannot be legally upheld. The
GCHS by-laws provide the mode of filing vacancies is by a majority vote of
remaining members of the BOT. Not annual meeting of the members. Must sit as a
board.