1) What a “non-stock foundation” is, legally

In Philippine law, a foundation is typically organized as a non-stock corporation with a specific charitable, religious, educational, scientific, social welfare, cultural, or similar purpose. While people commonly say “foundation,” the legal entity is generally a non-stock corporation (unless it is some other structure, which is rare in practice).

A key point: membership is optional in non-stock corporations. Many foundations are non-membership corporations (managed only through a board of trustees). Others are membership corporations (with members who exercise certain governance rights, often including electing trustees).

Whether “removal of members” is even a relevant concept depends first on whether the foundation is a membership non-stock corporation.

2) Start with the governing documents and the Code

Removal questions are resolved by a hierarchy of rules:

Revised Corporation Code of the Philippines (RCC) (Republic Act No. 11232)
Articles of Incorporation (including whether it is a membership corporation, and the classes of members if any)
Bylaws (the most important document for admission, discipline, suspension, and removal)
Valid board/member resolutions and policies consistent with (1)–(3)
General legal principles (due process, good faith, fair dealing, and applicable jurisprudence)

In practical disputes, the bylaws usually control the how of removal (grounds, notice, hearing, vote thresholds, who decides).

3) Membership: nature, rights, and why removal is sensitive

3.1 Membership is a relationship with both contractual and statutory features

Membership in a non-stock corporation is often treated as a bundle of rights arising from the Code and the corporation’s governing documents. It resembles a contractual relationship: the member agrees to comply with the Articles/Bylaws; the corporation agrees to recognize the member’s rights while the member remains in good standing.

3.2 Typical rights of members in a membership foundation

Depending on the Articles/Bylaws, members may have the right to:

vote on fundamental corporate acts,
elect trustees (or approve their selection),
inspect certain corporate records,
participate in meetings and governance.

Because removal strips these rights, disputes frequently turn on procedural fairness and strict compliance with bylaws.

4) Who can remove members?

This is controlled by the bylaws, but common structures include:

4.1 Removal by the members (collective vote)

Many bylaws require that members remove a member, often by:

vote at a meeting called for that purpose, and/or
supermajority vote, and/or
recommendation by a committee or the board.

4.2 Removal by the board of trustees (disciplinary authority)

Some bylaws grant the board the power to discipline members, including suspension or expulsion, subject to:

due process safeguards,
possible appeal to the general membership.

4.3 Removal by a disciplinary committee or ethics committee

Some foundations create a committee that investigates and recommends sanctions, while final action is taken by:

the board, or
the members, or
both in sequence.

Core rule: whichever body the bylaws designate must be the one to act, using the process the bylaws prescribe. Actions by the wrong body (or via the wrong process) are highly vulnerable to challenge.

5) Grounds for removal of members

There is no single statutory list exclusive to all non-stock corporations. Grounds typically come from the bylaws, but common grounds that appear in Philippine non-stock practice include:

5.1 Bylaw-defined grounds (common examples)

Non-payment of dues/assessments (if dues exist)
Violation of bylaws or internal policies
Conduct prejudicial to the foundation’s interests
Serious misconduct, unethical behavior, harassment, fraud
Conflict of interest violations, self-dealing, misuse of name/resources
Acts inconsistent with the foundation’s purposes (e.g., using the foundation for political/partisan activity if prohibited by its rules)

5.2 “Cause” and proportionality

Even where bylaws allow expulsion “for cause,” removal is safer when:

the ground is clear and specific,
evidence supports it, and
the sanction is proportionate.

Vague grounds (“unbecoming conduct”) invite claims of arbitrariness unless backed by defined standards and a fair process.

5.3 Automatic termination vs disciplinary removal

Some bylaws provide automatic termination (e.g., membership lapses after non-payment beyond a grace period). Even then, it is best practice to:

give notice of delinquency,
document the lapse,
record it in corporate records, because “automatic” actions still get challenged if the factual predicate is disputed.

6) Due process in member removal

Even in private associations, Philippine legal practice expects basic fairness, especially where valuable rights or reputation are at stake. The safest approach is to provide:

6.1 Notice

Written notice specifying:
- the charges/grounds,
- the facts alleged,
- the bylaw provisions invoked,
- the possible sanction,
- time/date/place (or procedure) for hearing or submission.

6.2 Opportunity to be heard

A hearing (in person or virtual if allowed) or
Written explanation, position paper, and evidence submission.

6.3 Impartial decision-maker

Decision-makers should not be personally conflicted.
Recusal rules should be applied where appropriate.

6.4 Decision based on evidence and bylaw standards

Findings should be recorded.
The vote and threshold must match bylaws.

6.5 Right to appeal (if bylaws provide)

Many bylaws provide appeal to:
- the board,
- the general membership, or
- a higher internal body.

Note: “Due process” here is not necessarily the same as constitutional due process in state action, but failures of basic fairness can support claims of bad faith, abuse, or nullity—especially when bylaws require these steps.

7) Voting requirements and meeting mechanics

Removal often hinges on technicalities.

7.1 Meeting validity

Proper call and notice, including that removal will be taken up.
Quorum as defined in bylaws (or RCC default rules if bylaws are silent).
Proper agenda and minutes.

7.2 Vote thresholds

Bylaws may require:

majority of quorum,
majority of all members,
2/3 of members present and voting,
2/3 of all members.

Using the wrong denominator (present vs total membership) is a common fatal defect.

7.3 Proxy and remote participation

If the foundation allows proxies or remote participation, the bylaws and RCC rules (and any SEC guidance the foundation follows) must be observed:

proxy form validity,
authentication,
recordkeeping for remote voting.

8) Documentation: what must be recorded

Proper records are crucial because removal disputes are document-driven.

8.1 Minutes and resolutions

Minutes should show:

proof of notice,
quorum determination,
motions and votes (including counts, if possible),
recusal/conflict disclosures,
the resolution imposing the sanction.

8.2 Evidence file

Maintain:

complaint or incident report,
notices,
member’s response,
hearing notes or transcript summary,
committee reports,
board or membership deliberation record (as appropriate),
final decision letter.

8.3 Updated membership roll

Update the membership register and indicate:

date and basis of removal,
approving body,
resolution reference.

9) Special situations and recurring issues

9.1 Removal of a member who is also a trustee/officer

Membership removal is distinct from:

removal of trustees, and
removal of officers.

A person may be:

removed as a member but still sit as trustee if trusteeship is not dependent on membership (some foundations require trustees to be members; others do not),
removed as trustee but remain a member,
removed from office but remain trustee, etc.

You must check:

Articles/Bylaws eligibility requirements (e.g., “trustees must be members in good standing”). If trusteeship depends on membership, expulsion may indirectly disqualify the person as trustee—yet the proper corporate steps for trustee removal and vacancy filling should still be followed to avoid governance paralysis.

9.2 Foundational donors and “founder-members”

Foundations sometimes have “founder-members” with special privileges. If bylaws create protected classes, removal may require:

higher vote thresholds,
specific grounds,
class voting.

9.3 Membership as a property right vs privilege

Membership is often treated as a privilege conditioned on compliance, but it can carry economic or reputational implications (e.g., access to scholarships, programs, networks). The greater the impact, the more important strict procedure and fairness become.

9.4 Retaliation and whistleblowing scenarios

Removals following reports of wrongdoing are frequently attacked as retaliatory. In these cases, foundations should:

separate investigation functions from decision-making,
document objective grounds,
ensure neutrality and proportionality.

9.5 Criminal allegations, reputational harm, and precautionary suspension

Bylaws sometimes allow preventive suspension pending investigation for serious allegations. If used:

define duration,
ensure prompt proceedings,
avoid indefinite suspension without resolution.

10) Remedies and dispute pathways

10.1 Internal remedies

If bylaws provide an internal appeal, exhausting internal remedies is often prudent before litigation, unless urgent relief is needed.

10.2 SEC jurisdiction and corporate controversies

Disputes about membership status, validity of meetings, elections, and corporate acts can fall under intra-corporate controversy principles. Typical issues raised include:

invalid expulsion for bylaw noncompliance,
lack of quorum/notice,
improper voting,
bad faith or abuse of discretion.

10.3 Court relief and provisional remedies

A removed member may seek:

nullification of expulsion,
injunctive relief to restore membership pending resolution,
damages in extreme cases (often linked to bad faith or defamatory conduct),
access to records (if wrongfully denied).

10.4 Collateral issues: defamation and privacy

If the removal process is publicized or documented carelessly, disputes may expand into:

defamation claims (if statements go beyond privileged internal communications),
privacy/data protection issues (if personal data is mishandled),
labor issues (if the person is also an employee; membership is not employment but may be intertwined).

11) Best-practice procedural model

A resilient expulsion process for a membership foundation usually looks like this:

Complaint/incident report filed (written; logged)
Preliminary evaluation (is it within bylaw grounds?)
Formal notice of charges (facts, provisions, evidence summary)
Reasonable response period
Hearing / conference (optional but recommended; allow counsel if bylaws allow)
Committee report (findings, recommended sanction)
Decision by proper body (board or members as bylaws require)
Written decision served on the member (effective date, appeal rights)
Record update (membership register, minutes, resolutions)
Consistent application (avoid selective enforcement)

12) Drafting bylaws: key clauses that reduce disputes

If bylaws are silent or vague, removal becomes harder to defend. Clauses that help:

Clear classes of members and their voting rights
Clear grounds for suspension/expulsion (with definitions)
Clear initiating authority (who can file complaints)
Clear notice and hearing procedure and timelines
Clear decision-maker and vote threshold
Clear appeal mechanism and finality rules
Clear effect of removal (loss of rights, whether dues are refundable, use of name)
Clear rules on conflict of interest and recusal in disciplinary decisions
Clear rules on remote meetings, proxies, and voting (if used)

13) Practical red flags that commonly invalidate removals

Removing a person in a non-membership foundation where “members” do not legally exist
Acting without authority under bylaws (wrong body removes)
Failure to give notice that removal will be an agenda item
Lack of quorum or improper quorum counting
Wrong vote threshold or wrong denominator
No meaningful chance to respond
Undocumented proceedings and missing minutes
Selective enforcement suggesting bad faith
Conflicts of interest among decision-makers not addressed
Mislabeling: treating removal of an officer as removal of a member, or vice versa

14) Conclusion

Removal of members in a Philippine non-stock foundation is primarily a matter of corporate governance anchored on the Revised Corporation Code, and concretely implemented through the foundation’s Articles and bylaws. The defensibility of any removal depends on four pillars:

Proper authority (the right body acts)
Valid grounds (bylaws-based, evidence-supported)
Fair process (notice and opportunity to be heard)
Technical compliance (meetings, quorum, voting, documentation)

When these are observed, removal decisions are far more likely to withstand internal challenge and formal dispute proceedings.