The Orchard Golf and Country Club is set to receive a windfall of nearly 30 years’ worth of membership dues after a regional trial court in Cavite declared null and void a 1994 board resolution exempting original shareholders from paying membership dues.
The 10-page decision was signed by Rocille Aquino-Tambasacan, presiding judge of Regional Trial Court Branch 21, on 6 January.
The civil case was filed by club members Philip Go, Julio Felino Manalo, Roel Rafael, Jose Lalisan Jr., Guilbert Purcia Sr., and Jose Maria Cajucom against the Orchard Golf and Country Club Inc., Sta. Lucia Realty and Development Inc., Armed Forces of the Philippines-Retirement and Separation Benefits System, Henry Cua Loping and Helena Z. Benitez Group.
The board resolution dated 13 December 1994 provides that “no membership dues shall be charged to the original stockholders unless they transfer/sell their share or assign their playing rights.”
The court noted that both the Articles of Incorporation and Amended By-laws are silent as to any exemption from payment of membership dues.
“However, both the Amended Articles of Incorporation and Amended By-laws authorized the Board, pursuant to a resolution, to set the amount of monthly dues,” the court wrote.
Thus, the court ruled that the resolution was in contravention of the provisions of the Amended Articles and By-laws.
“If the intention really was to exempt the original members from payment, this should have been done via amendment of the articles and by-laws where all the members would then be exercising their right to vote on the amendment,” the court explained.
The court said the parties mentioned in the board resolution — SLRDI, AFP-RSBS, ACL Development Corp., and the HZB Group are directed to pay their membership dues retroactively.
