Forest Hills Golf and Country Club, Inc. v. Company Registration and Monitoring Department

July 23, 2019SEC EN BANC CASE NO. 06-14-334FOREST HILLS GOLF AND COUNTRY CLUB, INC., appellant, vs. COMPANY REGISTRATION AND MONITORING DEPARTMENT, appellee.DECISIONThis resolves the Memorandum on Appeal filed on 3 June 2014 by Appellant FOREST HILLS GOLF AND COUNTRY CLUB, INC. (FOREST HILLS), praying that the En Banc reverse the Letter-Order of the Commission's COMPANY REGISTRATION AND MONITORING DEPARTMENT (CRMD) dated 2 May 2014, where the CRMD denied FOREST HILLS' proposed amendments to its articles of incorporation for being contrary to the Corporation Code, specifically as to voting rights in a stock corporation. At the heart of the controversy is whether a golf/country club should be regulated as a stock corporation or as a non-stock corporation.RELEVANT FACTSOn 29 June 1995, FOREST HILLS was registered with the Commission 1 as a "non-profit stock corporation," viz.ARTICLES OF INCORPORATIONOFFOREST HILLS GOLF AND COUNTRY CLUB, INC.KNOW ALL MEN BY THESE PRESENTS:THAT WE, who are of legal age, and a majority of whom are residents of the Philippines, have this day voluntarily associated ourselves together for the purpose of forming...