Corporate Representation on Condominium Boards: Defining Member Rights

The Supreme Court has settled a significant question in condominium governance: can a person who represents a corporate unit owner sit on the condominium corporation's board of directors without personally owning a unit? In Rodriguez v. Pastorfide (G.R. No. 256648, February 24, 2025), the Court ruled yes—provided the corporation's by-laws authorize such representation. The decision clarifies the distinction between mere proxies and designated representatives, and it protects the right of corporate members to participate in management.

The Facts of the Case

Medical Plaza Makati Condominium Corporation (MPMCC) held its 20th Annual General Membership Meeting on October 16, 2018, which included elections for its seven-member board of directors. The chairman announced an official list of seven candidates, including Gregorio Pastorfide, Ramona Matibag, Cecil Monteblanco, and Roland Agustin Angeles.

Other members objected, arguing that these four were not qualified because MPMCC's by-laws require board members to be members of the corporation, and only registered unit owners may be members. It turned out that Pastorfide, Monteblanco, and Angeles represented Pastorfide Land Corporation, while Matibag represented Maxicare Health Corporation—both corporate entities that owned units and were members in good standing.

Since there were exactly seven candidates for seven seats, the Election Committee declared all candidates elected without a vote. Petitioner Peter Rico Rodriguez, a unit owner and member, filed an election contest before the Regional Trial Court (RTC), which declared the election null and void. The Court of Appeals (CA) reversed, and the case reached the Supreme Court.

The Legal Issue

The central question was whether a duly authorized representative of a corporation that is a member of a condominium corporation could sit on the board of directors without being a unit owner in their own right.

The RTC relied on Lim v. Moldex Land, Inc. (804 Phil. 341 [2017]), which held that while a corporate member may appoint proxies or representatives, those individuals cannot be elected as directors unless they are members themselves. The CA, however, found Lim inapplicable because the respondents were designated authorized representatives, not mere proxies.

The Supreme Court's Ruling

The Supreme Court agreed with the CA. The Court distinguished Lim, noting that it involved proxies whose power is limited to voting. In contrast, Section 4 of MPMCC's by-laws grants designated representatives authority extending to all purposes in all matters related to the corporation, including voting, receiving notices, and other rights. The exact text of this by-law provision is not reproduced in the published decision, but the Court quoted and relied upon it in its ruling.

The Court emphasized that MPMCC's by-laws contain a separate provision for proxies, showing that a member can appoint both a proxy (limited to voting) and a representative (with broader authority). The board is elected from among the members of the corporation who are not delinquent in their dues and assessments, as provided in the by-laws. Since the member-corporations were in good standing, they had the right to be elected—and being juridical persons, they could only act through natural persons.

The Court explained that the member-corporation is deemed the actual member sitting on the board, with its representative merely acting on its behalf. To rule otherwise would create an absurd situation where corporate members are deprived of their essential right to participate in management. The Court added one important caveat: a member-corporation may appoint only one representative to the board, to prevent it from occupying multiple seats and creating unfair power dynamics.

Practical Takeaways

• Authorized representatives may serve on boards. A person designated as a representative of a corporate unit owner, under the condominium corporation's by-laws, may be elected to the board even without personally owning a unit.
• Proxies are different from representatives. A proxy's authority is limited to voting; a designated representative's authority extends to all matters related to the corporation, unless the by-laws say otherwise.
• Check the by-laws. The ruling hinges on MPMCC's specific by-laws. Condominium corporations should review their own by-laws to see how they define representation, proxies, and director qualifications.
• One representative per corporate member. A member-corporation may occupy only one board seat, not multiple.
• Juridical members have management rights. Corporate unit owners cannot be stripped of their right to participate in the board merely because they are not natural persons.

This article is general information and not legal advice. For your specific situation, consult a lawyer or ask ASG Legal AI.