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Bishop Lazaro
G.R. No. 184088; July 6, 2010
FACTS;
IEMELIF is a corporation sole. It was registered and by-laws were created which
empowered the election of officers to manage the affairs of the organization. Although,
the petitioner remained a corporation sole on paper, it had always acted like a
corporation aggregate. The Consistory, IEMELIFs BOD, together with the general
membership change the organizational structure from corporation sole to corporation
aggregate, which was approved by SEC. However, the corporate papers remained
unaltered as a corporation sole.
About 28 years later, the issue reemerge. The SEC answered, this time, is that
the conversion was not properly carried out and documented and that it needed to
amend its AOI for that purpose. Acting on the advice, the Consistory resolved to convert
but petitioner Rev. Nestor Pineda in IEMELIFs name did not support the conversion.
Petitioners claim that a complete shift from IEMELIFs status as a corporation sole to a
corporation aggregate required, not just an amendment of the IEMELIFs articles of
incorporation, but a complete dissolution of the existing corporation sole followed by a
re-incorporation.
ISSUE: