Lions Clubs International and James L. So vs. Hon. Augusto M. Amores, et al.

Courts will not interfere with the internal affairs of an unincorporated association so as to settle disputes between members, or questions of policy, discipline, or internal government, so long as the government of the society is fairly and honestly administered in conformity with its laws and the law of the land, and no property or civil rights are invaded; under such circumstances, the decision of the governing body or established private tribunal of the association is binding and conclusive and not subject to review or collateral attack in the courts.

Lions Clubs International is a worldwide voluntary civic association with international offices at Oakbrook, Illinois, U.S.A., governed by its own constitution and by-laws. Member clubs, including the Manila Traders Lions Club and the Manila Centrum Lions Club, are chartered under and placed under the exclusive jurisdiction of the International Board of Directors, and the clubs in the country are constituted into District 301-Al, part of Multiple District 301, Philippines. The association's constitution provides that District Governor election results shall be adopted by the International Board of Directors and thereby become effective, except in the case of an election protest filed or legal action resulting therefrom, in which event the appointment or election of such District Governor shall be subject to action by the International Board of Directors. The office of District Governor serves without compensation, and membership and office in the club are held out as a privilege and opportunity for service to the community.

The principal adversaries were Vicente Josefa of the Manila Traders Lions Club and James L. So of the Manila Centrum Lions Club, both clubs duly organized, chartered, and affiliated with Lions Clubs International, which maintained its international offices at 300 22nd Street, Oakbrook, Illinois 60570, U.S.A. The two clubs, together with other Lions clubs, were embraced and constituted into the newly organized District 301-Al, and the Lions districts in the country formed the so-called Multiple District 301, Philippines. All clubs organized and chartered under the Constitution of Lions Clubs International were under the exclusive supervision of the International Board of Directors.

Josefa and So both filed their certificates of candidacy for the position of District Governor of District 301-Al for the fiscal year 1982-1983. Before the elections, on April 22, 1982, the two executed an agreement intended to avoid an expensive, full-blown election contest, whereby So withdrew his certificate of candidacy in favor of Josefa. The withdrawal was duly accepted by District 301-A through Governor Huang, who affixed his signature to the agreement. News items were thereafter published conveying the idea that So had not withdrawn from the gubernatorial race, and Gov. Huang informed Josefa that So had not filed a new certificate of candidacy and that the District did not recognize So as a candidate to any position. A telex was sent to Lions Clubs International requesting information on whether So remained a candidate after his withdrawal, and Lions International admonished incumbent Governor Huang to enforce the Constitution and By-Laws of Multiple District 301 if the withdrawal had in fact been made and accepted by the District.

On the day of the election, June 6, 1982, the Chairman of the Nominations Committee reported at the Plenary Session of the 33rd Multiple District Convention held at the Little Theater of the Olongapo High School, Olongapo City, that because of So's failure to file another certificate of candidacy, the District recognized only one candidate, Vicente Josefa, for Governor. Some members of the Council of Past District Governors, however, arbitrarily set aside that report and proclaimed So a qualified candidate, an action vigorously objected to by some Lions present on the ground that the session was not the proper quorum to deliberate and decide on the matter, as some of those present were Lions and Lionesses not qualified to vote. The Past District Governors dismissed the members of the Nomination Committee, Election Committee, and other committees in charge of the accreditation of votes, and unlawfully appointed new members thereof.

According to Josefa, armed men by force and intimidation prevented known leaders and followers of his from entering the Plenary Session. Constrained by the deteriorated peace and order in the convention hall and by virtue of the powers vested in him by the State Council of Governors as well as the Rules of Procedure, Gov. Huang through his Cabinet Secretary announced in the Plenary Session that he had changed the venue of the election from the Little Theater of the Olongapo High School to the ground floor of the Admiral Hotel, also in Olongapo City; to this transfer, Vice Chairman of the State Council of Governors Gov. Ramon Beleno and Secretary General of the hosting clubs Estanislao Cesa, Jr. made no objections, provided the cost of the facilities of the new venue would not be shouldered by them. Josefa alleged that So and some members of the Council of Past District Governors continued to hold and supervise an illegal election at the old site, where voting and non-voting delegates and alternates were allowed to cast their votes without ballots, without ballot boxes, and without the issuance of valid accreditation papers to the registered voting delegates. At the election held at the Admiral Hotel supervised by Gov. Huang, Josefa obtained 115 votes, a majority of the qualified voting delegates duly accredited, and was duly proclaimed Governor-elect of District 301-Al by the State Council of Governors; Lions Clubs International nevertheless unlawfully recognized So as the winner.

So, for his part, filed a formal protest dated June 11, 1982 with the Constitution and By-Laws Committee of Lions Clubs International, assailing the validity of the alleged election and proclamation of Josefa and calling attention to the blatant display of oppressive conduct of Gov. Huang before, during, and after the convention. He narrated that Gov. Huang failed to constitute and present within the prescribed periods the District Nominations and Elections Committee in violation of the Multiple District 301 Constitution and By-Laws; that duly registered delegates were deliberately disenfranchised; and that Gov. Huang arbitrarily transferred the venue of election from the Little Theater to the Admiral Hotel, which was the headquarters of his opponent, without the sanction and authority of the State Council of Governors and the Convention. So pointed out that he had been duly nominated by the District Nominations Committee along with Josefa and that in the elections duly conducted by the Election Committee at the official venue at the Little Theater, he received 147 votes as against 3 votes in favor of Josefa, which 147 votes constituted a clear majority of the total 251 registered delegates of District 301-Al, or 59%; the results were duly certified by the Convention Chairman and by the official representative of the State Council of Governors, District Gov. Ramon Beleno of District 301-E. Answering the protest as directed by Lions Clubs International, Gov. Huang in his letter dated June 17, 1982 denied the assertions and maintained that he had faithfully performed all the duties and responsibilities of his office in accordance with the Constitution and By-Laws of the Multiple District, citing incidents in which followers of So allegedly created trouble by booing, shouting, and uttering invectives, and armed men intimidated followers of Josefa from entering the Little Theater. Huang said he changed the venue to secure a democratic and peaceful election that could not be achieved at the old site because of the unruly and deteriorated atmosphere caused by the agitations from So's camp, and contended that the election at the Little Theater was never legally convened as there were no ballots, no accreditation papers, no ballot boxes, and other important papers relative to an honest election. Since Josefa's election had been proclaimed by the State Council of Governors, Huang prayed that it be sustained and affirmed.

The Constitution and By-Laws Committee, through Joseph D. Stone, General Counsel of the International Association of Lions Clubs, thereafter submitted a report to the International Board of Directors. The Committee found, among others, that there were two properly nominated candidates, So and Josefa; that one hour after the designated convening time, District Governor Huang transferred the election meeting from the designated site to the Admiral Royal Hotel; that after the announcement of the transfer, a majority of the delegates of the newly authorized District 301-Al remained at the designated site and convened an election between the two candidates; that two elections were held on June 6, 1982; that at the election held at the designated site, So received 147 votes and Josefa received 3 votes, while at the Admiral Royale Hotel election, Josefa received 115 votes; that Huang's action in transferring the election meeting was without the approval of a majority of the delegates and without any clear authority and justification; that the election meeting held at the Little Theater was properly conducted and resulted in the election of So; and that So's election was duly certified by the official Election Committee Chairman, Ernesto Castañeda, appointed by Huang, and by District Governor Beleno of District 301-E, the official Multiple District Council representative. The Committee recommended that So be recognized as duly elected District Governor and that the election conducted by Huang at the Admiral Royale Hotel be declared unauthorized, improper, and null and void. At its meeting on June 27, 1982, the International Board of Directors approved So's election, and So was duly informed thereof by Richard G. Rice, Manager of the District Operations Department, in a letter dated July 8, 1982. So attended and completed the District Governors' Executive Seminar as District Governor of 301-Al and, on June 29, 1982, was proclaimed, sworn to, and installed to office as District Governor of District 301-Al by the President of Lions International at the close of the 65th Lions Clubs International Convention held in Atlanta, Georgia, U.S.A.

Josefa filed his complaint on July 1, 1982, alleging that So would assume the powers and prerogatives of Governor of District 301-Al at the closing program of the International Convention on July 3, 1982, and praying for a writ of preliminary injunction or at least a temporary restraining order, as well as moral damages and attorney's fees. The trial court found the complaint sufficient in form and substance and issued a temporary restraining order on the same date. The Court of First Instance later denied the motion to dismiss but set aside the restraining order, prompting Josefa's petition before the Court of Appeals, which in turn issued its own temporary restraining order. The trial court's factual findings, as adopted by the Court of Appeals, centered on the two conflicting elections and the recognition extended by Lions Clubs International to So; the Supreme Court's analysis turned on the Committee's findings that the Little Theater election was properly conducted and that Huang's transfer of the venue lacked the approval of a majority of the delegates and any clear authority or justification.

• Internal Affair / Non-Justiciability: Petitioners submitted that the subject matter of the case was purely an internal affair of the Lions organization and, therefore, beyond judicial review.
• Grave Abuse of Discretion: Petitioners attributed grave abuse of discretion to the Court of First Instance of Manila for denying their Motion to Dismiss dated July 6, 1982.
• Excess of Jurisdiction: Petitioners contended that the Court of Appeals acted in excess of its jurisdiction in issuing its temporary restraining order of July 29, 1982.

• Warranted Judicial Intervention: Private respondent maintained that court intervention is warranted when, as he alleged, there is fraud, oppression, or bad faith, when the proceedings in question are violative of the laws of the association, or where the proceedings are illegal.

• Justiciability of the Election Dispute: Whether the election dispute between James L. So and Vicente Josefa for the position of District Governor of District 301-Al Philippines presents a justiciable controversy that warrants judicial interference, or whether it is a purely internal affair of the Lions organization beyond judicial review.

• Justiciability of the Election Dispute: No. The dispute is not justiciable. The election, the manner by which it was conducted, and its results are strictly the internal affair of the Lions association and its members, and the matter was resolved within the organization in accordance with its Constitution and By-Laws, which are not immoral, unreasonable, contrary to public policy, or in contravention of the laws of the land.

• Justiciability of the Election Dispute: The Court adopted the general rule that courts will not interfere with the internal affairs of an unincorporated association so as to settle disputes between members, or questions of policy, discipline, or internal government, so long as the government of the society is fairly and honestly administered in conformity with its laws and the law of the land, and no property or civil rights are invaded; under such circumstances, the decision of the governing body or established private tribunal of the association is binding and conclusive and not subject to review or collateral attack in the courts. The general rule admits exceptions, but the power of review is extremely limited: courts will interfere where law and justice so require, as where there is fraud, oppression, or bad faith, or where the action complained of is capricious, arbitrary, or unjustly discriminatory; where property or civil rights are invaded, although the involvement of property rights does not necessarily authorize judicial intervention absent arbitrariness, fraud, or collusion; where the proceedings are violative of the laws of the society or the law of the land, as by depriving a person of due process; and where there is lack of jurisdiction on the part of the tribunal conducting the proceedings, where the organization exceeds its powers, or where the proceedings are otherwise illegal. The Court held that the controversy fell squarely within the rule of judicial non-intervention. The elections in dispute, the manner by which they were conducted, and the results thereof were strictly the internal affair of the Lions association and its members, and the record showed that the matter was resolved within the organization of Lions Clubs International in accordance with its Constitution and By-Laws. Under the association's constitution, all clubs organized were under the exclusive jurisdiction of the International Board of Directors, and all District Governor election results were to be adopted by the International Board of Directors and thereby become effective, except in the case of an election protest filed or legal action resulting therefrom, in which event the appointment or election of such District Governor was subject to action by the International Board of Directors. Pursuant to this framework, So's election protest was filed and elevated to the International Board of Directors through its Constitution and By-Laws Committee following the prescribed Constitutional Complaints Procedure; the Committee conducted a hearing attended by both So and Josefa, each claiming to be duly elected, examined the evidence, and submitted a report finding that the Little Theater election was properly conducted and resulted in So's election, and that the Admiral Royale Hotel election was unauthorized and improper. The International Board of Directors adopted the Committee's report and approved So's election. These findings upon the evidence submitted and examined at the hearing, personally attended by both parties, could not be disturbed by the courts, and the decision of the association's tribunal was controlling since Josefa alleged no invasion of property or civil rights, nor that the government of the association was not fairly and honestly administered in conformity with its laws and the law of the land. The Court further noted that under the Constitution of Lions International, the District Governor serves without compensation and that there is no proprietary or pecuniary interest involved in the membership of the Lions and in the offices they seek and hold at the club and district levels; being merely a member or officer of the Lions Clubs or District is only a privilege and an opportunity for service to the community that is not enforceable at law. Since the disputed election to the position of District Governor was within the peculiar province and function of Lions International through its established tribunal to decide and determine in accordance with its governing laws, its resolution could not be questioned elsewhere, much less in the courts. Accordingly, the courts, considering the nature of the action, were without jurisdiction and authority to review and reverse the decision of the International Board of Directors approving and recognizing So as duly elected District Governor of District 301-Al for the fiscal year 1982-1983.

• Judicial Non-Interference in the Internal Affairs of Unincorporated Associations — Courts will not interfere with the internal affairs of an unincorporated association so as to settle disputes between members, or questions of policy, discipline, or internal government, so long as the government of the society is fairly and honestly administered in conformity with its laws and the law of the land, and no property or civil rights are invaded. Under such circumstances, the decision of the governing body or established private tribunal of the association is binding and conclusive and not subject to review or collateral attack in the courts. The Court applied this rule to hold that the Lions Clubs International election dispute was an internal affair and that the International Board of Directors' decision was final and binding.
• Limited Exceptions to Non-Interference — The power of judicial review over the internal affairs of an association is extremely limited and may be exercised only where law and justice so require. The recognized exceptions are: (a) fraud, oppression, or bad faith; (b) action that is capricious, arbitrary, or unjustly discriminatory; (c) invasion of property or civil rights, although the involvement of property rights does not necessarily authorize judicial intervention in the absence of arbitrariness, fraud, or collusion; (d) proceedings violative of the laws of the society or the law of the land, as by depriving a person of due process; (e) lack of jurisdiction on the part of the tribunal conducting the proceedings; (f) the organization exceeding its powers; and (g) proceedings that are otherwise illegal. The Court found none of these exceptions present, as the association resolved the dispute through its own Constitution and By-Laws Committee and International Board of Directors in a proceeding attended by both parties.
• Finality of an Association's Decision on Election to Office — The decision of an unincorporated association on the question of an election to office is a matter peculiarly and exclusively to be determined by the association and, in the absence of fraud, is final and binding on the courts. The Court applied this principle to the District Governor election, holding that the resolution of the International Board of Directors could not be questioned elsewhere.
• Absence of Proprietary or Pecuniary Interest in Association Office — Where the office in dispute serves without compensation and involves no proprietary or pecuniary interest, membership and office in the association are merely a privilege and an opportunity for service to the community that is not enforceable at law. The Court relied on this to conclude that no property or civil right of Josefa was invaded, foreclosing judicial intervention.

• "the courts will not interfere with the internal affairs of an unincorporated association so as to settle disputes between the members, or questions of policy, discipline, or internal government, so long as the government of the society is fairly and honestly administered in conformity with its laws and the law of the land, and no property or civil rights are invaded. Under such circumstances, the decision of the governing body or established private tribunal of the association is binding and conclusive and not subject to review or collateral attack in the courts." — This is the Court's canonical statement of the general rule of judicial non-interference, quoted from 7 C.J.S. pp. 38-39, and constitutes the ratio decidendi of the decision.
• "the courts have and will exercise power to interfere in the internal affairs of an association where law and justice so require, and the proceedings of the association are subject to judicial review where there is fraud, oppression, or bad faith, or where the action complained of is capricious, arbitrary, or unjustly discriminatory." — This passage states the limited exceptions to the general rule, which the Court found inapplicable to the case.
• "the decision of an unincorporated association on the question of an election to office is a matter peculiarly and exclusively to be determined by the association, and, in the absence of fraud, is final and binding on the courts." — This formulation, drawn from 7 C.J.S. p. 44, directly disposes of the justiciability issue by making the association's determination of election contests conclusive absent fraud.
• "There is, therefore, no proprietary or pecuniary interest involved in the membership of the Lions and in the offices they seek and hold in the club and district levels. Being merely a member or officer of the Lions Clubs or District is only a privilege and an opportunity for service to the community that is not enforceable at law." — This passage supplies the independent ground that no property or civil right was invaded, reinforcing the conclusion that the dispute was non-justiciable.

• U.S. vs. Cañete, 38 Phil. 253 — Cited as jurisprudential support for the principle that in matters purely ecclesiastical, the decisions of the proper church tribunals are conclusive upon the civil tribunals, and that a church member expelled from membership or a priest or minister deprived of his sacred office is without remedy in the civil court, which will not inquire into the correctness of the decision of the ecclesiastical tribunals. The Court invoked it by analogy to reinforce judicial non-interference in the internal affairs of a voluntary association.
• Felipe vs. Leuterio, et al., 91 Phil. 482 — Cited for the holding that the judiciary has no power to reverse the award of the Board of Judges of an oratorical contest, and that courts would not interfere in literary contests, beauty contests, and similar competitions. The Court used it to illustrate the established limits of judicial review over determinations committed to private tribunals or bodies.

• Section 5, Article III, Constitution of Lions Clubs International — Provides that, except as otherwise provided, the International Board of Directors shall have full power and authority to sanction the organization and chartering of all clubs, and that all clubs so organized shall be under the exclusive jurisdiction of said Board of Directors. The Court relied on this to establish that the association's internal governance, including the resolution of the election dispute, was committed to the International Board of Directors.
• Section 8(a)(1), 2nd paragraph, Article VII, Constitution of Lions Clubs International — Provides that all District Governor election results shall be adopted by the International Board of Directors and thereby become effective, except in the case of an election protest filed or legal action resulting therefrom, in which event the appointment or election of such District Governor shall be subject to action by the International Board of Directors. The Court used this provision to show that the election protest between So and Josefa was properly elevated to and resolved by the International Board of Directors.
• Section 4, Article III, Constitution of Lions Clubs International — Provides that a Lions club shall be considered chartered when its charter has been officially issued, and that acceptance of a charter constitutes ratification of and agreement to be bound by the Constitution and By-Laws and submission to have its relationship with the association interpreted and governed by the Constitution and By-Laws. The Court cited it to establish the binding character of the association's governing rules over member clubs.
• Section 1(j), Article XI, Constitution of Lions Clubs International — Requires a chartered Lions club to abide by the policies and requirements as determined, from time to time, by the International Board of Directors. The Court cited it as part of the framework placing member clubs under the authority of the International Board of Directors.
• Section 1, Article V, Constitution of Lions Clubs International — Provides that the International Board of Directors is composed of the President, Immediate Past President, First, Second, and Third Vice Presidents, and 28 Directors. The Court cited it to describe the composition of the governing body whose decision was at issue.
• Section 8, Article IV, Constitution of Lions Clubs International — Provides that the District Governor serves without compensation. The Court relied on this to establish that no proprietary or pecuniary interest was involved in the disputed office.
• Sections 2 and 3, Article I, Constitution of Lions Clubs International — State the motto "We serve" and the slogan or credo "Liberty, Intelligence, Our Nation's Safety." The Court cited these to characterize Lionism as a service organization, reinforcing that membership and office are privileges for community service rather than sources of enforceable legal rights.

• Makasiar (Chairman)
• Concepcion Jr.
• Abad Santos
• De Castro
• Escolin

Justice Aquino took no part.