LIM V MOLDEX, GR No.

203068
Facts: Lim is an owner of a unit in Golden Empire Tower and a member of the non-stock and non-profit
corporation Condocor, wherein its members are the unit owners of the said condominium tower.
Moldex Land, Inc. is a real estate company engaged in the construction and development of high-end
condominium projects and in the marketing and sale of the units thereof to the general public thereof
and a member of Condocor on the basis of its ownership of 220 unsold units.
Lim claimed that the individual respondents are non-unit buyers, but all are members of the
Board of Directors of Condocor, having been elected during its organizational meeting in 2008. They.
were again elected during the July 21, 2012 general membership meeting. The individual respondents
acted as: its representatives.
On July 12, 2012, Condocor held its annual general membership meeting, wherein the election
took place. It was said that the meeting constituted a quorum even though only 29 out of 108 owners
were present. The declaration of quorum was based on the presence of the majority of the voting rights,
including those pertaining to the 220 unsold units held by Moldex, through its representatives. All the
representatives or proxy of Moldex were elected in different positions of the board.

Issue: Whether or not the representatives or proxy of Moldex have the right to be elected as directors
and officers of the condominium corporation

Ruling: No, the representatives didn’t have the right to be elected as directors and officers of the
condominium corporation. Private respondents who are representatives or proxy of Moldex during the
annual meeting were not members of the corporation. Trustees of non-stock corporations must be
members. This rule was reiterated in Section 92 of the Corporation Code, which states “No person shall
be elected as trustee unless he is a member of the corporation.”. Moldex may rightfully designate
proxies. Further, the power of the proxy is merely to vote. If said proxy is not a member in his own right,
he cannot be elected as a director or proxy. The July 12, 2012 annual general membership meeting of
Condocor being null and void, all acts and resolutions emanating therefrom are likewise null and void.