A Lawyer

The lawyer below is handling the legal complaint for Bel-Air Soho.

 

CLARISSA A. CASTRO

King Center Building, Unit 502-A

No. 57 Sgt. Rivera Street, Manresa

Quezon City, MM 1115 Philippines

attorneyclaire@gmail.com

Tel# 02-985-2878 / 4107624

Title IV Section 42 of the Corporate Code

Read the Minutes & Resolutions and Annual Meeting packets we have been given

It seems there is a problem given actions taken by the unelected Board stated in the Minutes we have been given when reading the section below.  Have any of the unelected members (Directors) of the Board now and in the past ever read all the significant documents of SCCC and the those of the government?  I am willing to have a workshop with them and all Unit Owners willing to participate.  It would begin with a reading and discussion.

See the side for links to SCCC-Minutes.2012.04.16 (see Section 6.3) and SCCC-Minutes.2012.08.16 (see VII Other Matters number 1.) after carefully reading Section 42 of the Corporation Code and then ask yourself, others and them some questions.

 

BATAS PAMBANSA BLG. 68
THE CORPORATION CODE OF THE PHILIPPINES

 

TITLE IV — POWERS OF CORPORATIONS

SECTION 42. Power to invest corporate funds in another corporation or business or for any other purpose. — Subject to the provisions of this Code, a private corporation may invest its funds in any other corporation or business or for any purpose other than the primary purpose for which it was organized when approved by a majority of the board of directors or trustees and ratified by the stockholders representing at least two-thirds (2/3) of the outstanding capital stock, or by at least two thirds (2/3) of the members in the case of non-stock corporations, at a stockholder's or member's meeting duly called for the purpose. Written notice of the proposed investment and the time and place of the meeting shall be addressed to each stockholder or member at his place of residence as shown on the books of the corporation and deposited to the addressee in the post office with postage prepaid, or served personally: Provided, That any dissenting stockholder shall have appraisal right as provided in this Code: Provided, however, That where the investment by the corporation is reasonably necessary to accomplish its primary purpose as stated in the articles of incorporation, the approval of the stockholders or members shall not be necessary. (17 1/2a)

Title III Section 23 of the Corporate Code

Read the Corporate Code, Bel-Air complaint & our documents

Did previous members of the Board and do all current members of the Board own stock in Soho Central Condominium?

BATAS PAMBANSA BLG. 68
THE CORPORATION CODE OF THE PHILIPPINES
 

TITLE III — BOARD OF DIRECTORS/TRUSTEES AND OFFICERS

SECTION 23. The board of directors or trustees. — Unless otherwise provided in this Code, the corporate powers of all corporations formed under this Code shall be exercised, all business conducted and all property of such corporations controlled and held by the board of directors or trustees to be elected from among the holders of stocks, or where there is no stock, from among the members of the corporation, who shall hold office for one (1) year until their successors are elected and qualified. (28a)

Every director must own at least one (1) share of the capital stock of the corporation of which he is a director, which share shall stand in his name on the books of the corporation. Any director who ceases to be the owner of at least one (1) share of the capital stock of the corporation of which he is a director shall thereby cease to be a director. Trustees of non-stock corporations must be members thereof. A majority of the directors or trustees of all corporations organized under this Code must be residents of the Philippines.

Republic Act No. 4726 Section 16

The Condominium Act

This was brought up in the Bel-Air complaint and I have brought it up here in Soho Central.  A foyer and leases were made in the building with no vote by the Unit Owners.  In fact, the letters and action around the foyer are still in question by me and I will get to that as so much else with copies and a timeline which I find disturbing.

 

"Sec. 16. A condominium corporation shall not, during its existence, sell, exchange,lease or otherwise dispose of the common areas owned or held by it in the condominium project unless authorized by the affirmative vote of a simple majority of the registered owners: Provided, That prior notifications to all registered owners are done: and, Provided, further, That the condominium corporation may expand or integrate the project with another upon the affirmative vote of a simple majority of the registered owners, subject only to the final approval of the Housing and Land Use Regulatory Board."

*** comment received below ***

"fyi, it (investing funds, mortgage, leasing common areas, etc.) SHOULD BE APPROVED BY MAJORITY OF MEMBERS as per corporation code and condo act."

my comment:  If so as it appears, the Board and all those in management with this knowledge are in violation of the laws.  Beside the leases and seizure, there were two time deposits made and no vote taken.  Do we have a reckless Board?

Title IV Section 44 of the Corporate Code

Please examine all documents

Where is the contract?  Who approved the contract?  Where are the Minutes & Resolutions of that meeting?  As of this date, we have still not been given copies of many contracts and policies.

BATAS PAMBANSA BLG. 68
THE CORPORATION CODE OF THE PHILIPPINES

TITLE IV — POWERS OF CORPORATIONS

SECTION 44. Power to enter into management contract. — No corporation shall conclude a management contract with another corporation unless such contract shall have been approved by the board of directors and by stockholders owning at least the majority of the outstanding capital stock, or by at least a majority of the members in the case of a non-stock corporation, of both the managing and the managed corporation, at a meeting duly called for the purpose: Provided, That (1) where a stockholder or stockholders representing the same interest of both the managing and the managed corporations own or control more than one-third (1/3) of the total outstanding capital stock entitled to vote of the managing corporation; or (2) where a majority of the members of the board of directors of the managing corporation also constitute a majority of the members of the board of directors of the managed corporation, then the management contract must be approved by the stockholders of the managed corporation owning at least two-thirds (2/3) of the total outstanding capital stock entitled to vote, or by at least two-thirds (2/3) of the members in the case of a non-stock corporation. No management contract shall be entered into for a period longer than five years for any one term.

The provisions of the next preceding paragraph shall apply to any contract whereby a corporation undertakes to manage or operate all or substantially all of the business of another corporation, whether such contracts are called service contracts, operating agreements or otherwise: Provided, however, That such service contracts or operating agreements which relate to the exploration, development, exploitation or utilization of natural resources may be entered into for such periods as may be provided by the pertinent laws or regulations. (n)

SECTION 45. Ultra vires acts of corporations. — No corporation under this Code shall possess or exercise any corporate powers except those conferred by this Code or by its articles of incorporation and except such as are necessary or incidental to the exercise of the powers so conferred. (n)

Title VIII Section 75 of the Corporate Code

Reread the Financial Statements

Please see the easily accessed financial statements at the side of the blog page.

The key term below here is "reasonable."  I have spoken to a CPA who had looked at the yearly financial statements and amounts are left out and information is not clearly defined.  I had even noticed an odd description of the buisnesses in the residential part of the building in one year's statement leading me to believe that whatever was told to the auditors was simply taken as fact and not verified.

BATAS PAMBANSA BLG. 68
THE CORPORATION CODE OF THE PHILIPPINES

 

TITLE VIII — CORPORATE BOOKS AND RECORDS

SECTION 75. Right to financial statements. — Within ten (10) days from receipt of a written request of any stockholder or member, the corporation shall furnish to him its most recent financial statement, which shall include a balance sheet as of the end of the last taxable year and a profit or loss statement for said taxable year, showing in reasonable detail its assets and liabilities and the result of its operations.
At the regular meeting of stockholders or members, the board of directors or trustees shall present to such stockholders or members a financial report of the operations of the corporation for the preceding year, which shall include financial statements, duly signed and certified by an independent certified public accountant.

However, if the paid-up capital of the corporation is less than P50,000.00, the financial statements may be certified under oath by the treasurer or any responsible officer of the corporation. (n)

Title VI Section 50 of the Corporate Code

Reread the Bel-Air Soho complaint

Since turnover in 2009 there was no Annual Meeting as written of in the By-Laws for that year on the last Friday of August unless there is a legal holiday.  There was no Annual Meeting in 2010 since an employee of Century Properties Management Inc made that decision.

http://sohocentralcondominium.blogspot.com/2013/03/evidence-of-knowledge_4.html

There was an Annual Meeting in 2011 where the unelected developer controlled Board walked out.  In 2012 there was a meeting but there was the annoucement of lack of quorum.  The meeting had also been moved and that delay was one month which is a violation of the By-Laws since there was no legal holiday on the date demanded by the By-Laws.

I will write to the SEC explaining all this to them.  We will also make the petition for a meeting to be held as called for in the By-Laws given the history here which we will review for them and other government agencies.

BATAS PAMBANSA BLG. 68
THE CORPORATION CODE OF THE PHILIPPINES

TITLE VI — MEETINGS

SECTION 50. Regular and special meetings of stockholders or members. — Regular meetings of stockholders or members shall be held annually on a date fixed in the by-laws, or if not so fixed, on any date in April of every year as determined by the board of directors or trustees: Provided, That written notice of regular meetings shall be sent to all stockholders or members of record at least two (2) weeks prior to the meeting, unless a different period is required by the by-laws.

Special meetings of stockholders or members shall be held at any time deemed necessary or as provided in the by-laws: Provided, however, That at least one (1) week written notice shall be sent to all stockholders or members, unless otherwise provided in the by-laws.

Notice of any meeting may be waived, expressly or impliedly, by any stockholder or member.

Whenever, for any cause, there is no person authorized to call a meeting, the Securities and Exchange Commission, upon petition of a stockholder or member on a showing of good cause therefor, may issue an order to the petitioning stockholder or member directing him to call a meeting of the corporation by giving proper notice required by this Code or by the by-laws. The petitioning stockholder or member shall preside thereat until at least a majority of the stockholders or members present have chosen one of their number as presiding officer. (24, 26)

Title III Section 34 of the Corporation Code

UPDATE (03/31/13):  I was sent a text concerning Bel-Air Soho.  "If found guilty of putting their companies (in place by violating the Corporation Code they) would have to give all back payments received.  As of October and December, two Board members resigned and only a Board Resolution to themselves was the announcement."  If violations of the Code are proven here and declared as such by the government or court, would all payments made since turnover have to be repaid?  What is our Board doing to investigate this?  Oh, silly me, I forgot who controls the Board.
 

Reread Past Posts and attachments

Remember to spend time and read the legal complaint very carefully.  Think on how various charges seem awfully familiar around here.  In fact, as I speak to others from condominiums about Metro Manila seems there is much going on and very little reporting of the facts.  Facts?  I forgot, I was told by one of our Directors to not insult him with the facts.  That is a quote I will never forget.

http://sohocentralcondominium.blogspot.com/2013/03/bel-air-soho-legal-complaint.html

https://docs.google.com/file/d/0B0Sq5pyrVRznNnNBYnNNR0lHSlU/edit?usp=sharing

I believe that other Board members who should know the law need refresher courses, too.  Court is not a good place to be refreshed.

 

BATAS PAMBANSA BLG. 68
THE CORPORATION CODE OF THE PHILIPPINES

 

TITLE III — BOARD OF DIRECTORS/TRUSTEES AND OFFICERS

SECTION 34. Disloyalty of a director. — Where a director, by virtue of his office, acquires for himself a business opportunity which should belong to the corporation, thereby obtaining profits to the prejudice of such corporation, he must account to the latter for all such profits by refunding the same, unless his act has been ratified by a vote of the stockholders owning or representing at least two-thirds (2/3) of the outstanding capital stock. This provision shall be applicable, notwithstanding the fact that the director risked his own funds in the venture. (n)

The Lobby

The Lobby

I recall that in the pre-turnover forum at skyscrapercity.com for Soho Central some wanted a grand lobby.  We did not.  Grand lobbies as well as area that is large and essentially wasted is taxed as common property for all.   Our concern for the lobby was that it would be clean, safe and efficient as I have now told many people.  Our lobby is clean in appearance except for the development below if you ignore the mosquitoes and other bugs.  It is even safe without the Big Gun.  Efficient it is not:  carts are now being fixed forever, elevators have never worked fully, the bathroom lacks toilet paper as told to me by Unit Owner when her elderly guests were in need, the concierge has had problems with vast turnover of personnel and missing property & money on occasion, signage outside is without lighting causing problems for those locating the building such as taxis and guests, bench seating was removed, and the mail system to put it delicately sucks big time.

Various writings have dealt with different aspects of the lobby area and there are still problems with more appearing such as the first set of photos below.

 

 

comment sent with these to me and more photos to come

 

***comment received below***

 

"Since 2009, (1) elevators were not functioning well. . . .(2) elevator at rear exist going to parking. . . .when will it be done and how long will the line be to wait for your turn to be able to go down to basement parking, Engineering office, Security office, Housekeeping room. (3) Roll-up blinds. . . . when will it be fixed to save on electricity so that all lights need not be open during daytime? (4) where are the sofas for the guest of investors and others to sit on while waiting? Elderly ones just stand up to wait for their taxi, others for their family, relatives to see them, others business guests of unit owners. . . . .( Residence Lounge has a different function, NOT A WAITING AREA WITH CHAIRS) (5) When will unit owners have ACCESS to their OWN MAIL BOX? Letters and others are stacked up and forgotten by Concierge due to lots of work. Whereas if unit owners have their own KEYS for their respective unit mailboxes, all mail will be received. To use a logbook as proof that mails had been received by addressee is additional work, worst some were logged out to another person by mistake! "watch it, why give my mail to somebody else?" (6) NOW what happened to the wall near the mail station in the lobby? (7) Why do all the roll up blinds have to be pulled down? ARE WE HIDING FROM SOMEONE? PNP orders all establishments to have their glass windows open at all times in order NOT TO ATTRACT negative intentions on any premises by criminals and the like. Is that why we have the "SHOTGUN?" How quick can the guard carrying it respond to sudden attack?

 

Just some reflective thoughts for the LENTEN SEASON for the concerned parties to look into and carry their cross of being in their positions as illegal YET, UNPRODUCTIVE."



All Contracts and Policies

All Contracts and Policies

(original web post 11/28/12):  The following letter was also given today asking for copies of all contracts and policies. Why are not these and other materials posted at a website for all Unit Owners? Unit Owners not in the building regularly or outside the country cannot see these things and have terrible time getting information and requests made.

If I missed one, let me know.

Click here for the 2012 Annual Meeting packet that contains most of the services.

Click here for a .pdf of the letter.

The Big Guns

UPDATE (03/27/13):  I was told the following tonight:  "Per guards the big gun has been removed already and instead back to 22 caliber or 45 hand guns on perimeter.  There was a quick response from CPMI and the new Security commander was called to eliminate the shotgun at Soho Central."  Now what of the Big Gun at Bel-Air where those managing attacked Unit Owners following a court order?
 

The Big Guns

We still have not had recent and past posts questioning the Big Gun answered fully as to its need.  I can only conclude based upon the lack thereof for Soho Central and the appearance at Bel-Air Soho after violence from the ousted managing authority that my belief is correct.  It is meant for us.

But what if mixed in with this is the need for a Big Gun on a deeper level of personality for some.  Is the Big Gun needed by one or more Board members here at Soho Central to fill some deep seated desire?  Would it not be better for other means to fulfill rather than the Big Gun?

Here is the Big Gun at Soho Central at night that I see no need for its existence.

 

Below is the Big Gun at Bel-Air Soho where the violence against two people took place.  Hmm, I think they might just win the hearts of one or more of our unelected Board members.  After all, they not only have the Big Gun but they have a uniform vest to really bring the fantasy to life.

 

 

 

 



By-Laws Amendment Proposals

I was asked the following on 11/29/12 and my reply is below both from another forum.

"Hello George,

In the article “Why Condo Corps fail” written by Amelia Ylagan, one major stumbling block for real owners taking control of the Condominium Corporation as explained by her is as follows:

"When the real unit owners will have unified themselves into a majority (50% +1, under Corporation law), they can elect Trustees to replace assignees of the Developer. Otherwise, as long as the Developer holds some shares and no quorum is garnered, the Developer’s assignees will govern the Condo Corp in continuous holdover Trusteeship. Or, the Developer can “groom” certain unit-owners in their favor, who will govern the Condo Corp. Such are the indestructible power groups entrenched in vulnerable Condo Corps."

I thought there is a simple solution to the above. During the next general meeting, have a voting member submit the following resolution for a vote. (It has to be seconded)

Propose Resolution:

“A quorum for a general meeting is 1/3 of the Condominium Corporation eligible voters, present in person or by authorized representative or by proxy. At any annual or special general meeting called by the Corporation, if a quorum is not present at the appointed time or within 30minutes thereafter, then the eligible voters who are present in person, by authorized representative or by proxy, shall constitute a quorum.”

I would assume that the majority of attendees are unit owners, and if so, you would have successfully take control away from the existing board of trustees by the next propose Resolution.

Propose Resolution:

The unit owners have lost confidence with the existing board of trustees and propose their removal from office to take effect upon election of new trustees. An affirmative vote will be followed with an immediate General Election for the new board of trustees to take effect immediately.

Will that work?"

*** reply below ***
 

By-Laws Amendment Proposals

(original web post 11/29/12):  I will address your message above here regarding suggested proposals for By-Laws amendments. I do have concern about quorum less than a majority. What we need is verifiable evidence that a quorum is or is not established and proper & reasonable notification of Unit Owners (members of the SCCC) about the Annual Meeting.

Currently, there is a wait-until-the-last-moment-to-notify procedure and then change the date in VIOLATION of the By-Laws. The Board does as it wishes in secret with no regard for the Unit Owners.

In order to amend the By-Laws this section of the current By-Laws must be followed unless a government authority or court so orders a change of procedure.

from Soho Central Condominium Corporation By-Laws ( click here for .pdf )

"Section 40. Adoption of Amendments. With the exception of specific provisions separately governing the Commercial Podium and the Residential Areas (which cannot be altered, amended or repealed without the majority vote of the Commercial Podium Committee or the Residential Areas Committee, as the case maybe), the By-Laws rnay be altered, amended or repealed or new By-laws adopted by the majority vote of the Board Directors/Trustees and by the affirmative vote of at least a majority of the members of the corporation at a regular or special meeting duly called for the purpose Subject to such, the Board of Directors/Trustees may also amend or repeal there By-Laws or adopt new by-laws when such powers is delegated to it by two-third of the outstanding members, provided however, that such delegation of powers shall be considered as revoked whenever a majority of the outstanding members shall so vote in a regular or special meeting called for the purpose."

Your first proposal may have merit if it does not violate some national law. I am hesitant since I would not want a small minority controlling the building as we are now experiencing with the developers and their groomed Unit Owners. Only Unit Owners or their proxies may vote at the Annual Meeting.

As to your second proposal, each Annual Meeting is supposed to vote for Directors of the Board. Of course, we have not been able to do that in the two meetings that have taken place. This year the Board claimed no quorum. Last year they walked out. There was a declaration of a sort approving the three Greenfield Directors which is not recognized in the By-Laws and the vote was illegal from the start for that meeting since it was being conducted in violation of the Master Deed as I read later and national law as pointed out to me. Voting needs to be done by area not one vote per unit for our condominium.

Building Permit & Certificate of Occupancy

Building Permit & Certificate of Occupancy

(original web post 11/19/12):  The following letter was delivered today making a request that seems to be a problem for another building to deliver. Let us see if the same happens here.

Click here for a .pdf of the letter.

Smoke Detector Problem

UPDATE (03/26/13):  As those in the building know, there was recently a check on the detectors.  Were all smoke detectors actually checked?  They are a joke from the same distributor that gave us the useless intercom.  For weeks or months the detectors in our units do not blink green.  I have been told by other Unit Owners that theirs blink red.  I have also been told that security ignores many signals since they get false readings all the time.  All this spells a problem in case there is a real fire and smoke. Where is the unelected developer controlled Board?

Smoke Detector problem

(original web post 11/29/12):  The smoke detectors have had problems and now the problem seems permanent. Has anyone heard about the issue? I know we should expect a memo to be posted. But, after all, why post memos that deal with significant matters.

Click here for a .pdf of the letter.

2012 Fire Drill, WHEN?

2012 Fire Drill, WHEN?

(original web post 11/29/12):  I had written previously that the fire drill may have been changed to stop Unit Owners from congregating on the premises. The fire drill was supposed to be prior to the Annual Meeting but was cancelled and moved to October from what I had been told at the time. So when is it?

Are they afraid that more people will be told about this forum and those of us working on the problems when we are standing outside? I can assure them that whenever Unit Owners are together or separate outreach takes place and always will.

Click here for a .pdf of the letter.

Whose Law Firm?

WHOSE LAW FIRM?

(original web post 12/04/12):  Who would they represent if Soho Central Condominium Corporation and Meridien were legally pitted against each other? Would the law firm split? Are conflicts of interest a recognized fact in the condominium industry? Is this accpetable for all the Unit Owner Investor Members?

Board of Directors, why oh why was this decided!

Click here for a .pdf of the letter.

Today's Tidbits

Today's Tidbits

I was told by someone who spoke with guards that 1) the Big Gun was started by the former head of security, 2) after that commander left one of the unelected Board members who attempted to attack me wanted the Big Gun to remain and to be carried about the perimeter, and 3) the guards do not want the Big Gun since it is heavy and is not effective.  For what purpose the unelected Board member wanted the Big Gun was not explained or known.

I went to the 4th floor tonight to see what was going on and once again caught a private meeting taking place with two unelected Board members with Ricky and other unknown persons.  Soon afterward, a third unelected Board member arrived.  Of course, all such meetings are not reported as to what they are planning to do with our money.  Our money is used by these people without a care in the world as to the Unit Owners opinion.

These unelected Board members are the unit owners chosen by the developer unelected Board members.  They form the residential committee which has not produced any Minutes & Resolutions of their meetings.  Of course, we have not gotten all the Minutes & Resolutions of the Board of Directors either.

Another secretive day at Soho Central Condominium.

***

reply sent via text:  "Meetings were always done in SECRET!  And no matter how secret it may be...some do speak out."

response:  Yes, we will continue to speak out and to the outrageous state of affairs in Soho Central Condominium in the control of the developers and Century Properties Management Inc.

Violence at Bel-Air Soho, Makati?

UPDATE (03/25/13):  There is supposed to be a court appearance at 9AM today for an injunction.  Additionally, I was told yesterday that the guards controlled by the developers are now wearing bullet proof vests of some kind and equipped with shotguns.  So let me understand this, violence is conducted against Unit Owners and now the guards are arming to the teeth when the act came from those managing.  I was asked in a text message by a Unit Owner there "who dey gona use dat for? d owners?!?  I replied YES.  We have had the shotgun recently introduced here and I have spent many hours looking for the army of criminals even late at night I stand outside looking.  I have not seen them.

Violence at Bel-Air Soho, Makati?

First, I am not surprised at such a development considering what I have experienced.

I have been subjected to two attempted attacks upon me by Board members and one by a resident who may be a Unit Owner who is pro-developer. That resident did not like my handing out cards and making announcements of what is going on in the lobby.  There was another physical incident by staff personnel and another staff member has recently left due to action taken against me that was a violation.

Ryan and I have been subjected to homophobic and xenophobic attacks by Board members and Unit Owners. Recently on a social network an anonymous person threatened me with physical harm.

I have been warned by Filipinos of my possibly being attacked. I have told many others and had written about some of this online as well as the past incidents above.  Not one "foreigner" as the xenophobes love to announce has ever told me about the violence.  Professional Filipinos of various ages have warned me.  Why?

I have just been sent Court Orders and now photos of violence that has just taken place at Bel-Air. I was told by a person targeted that more charges will be filed besides the complaint with charges I have posted.


I state now and for the record that if anyone acts violently against Ryan or I, we will consider that threats upon our lives and will act accordingly. Given the various attempts and statements we must make that conclusion.

Video in four clips of the Century Properties Management Inc office at Bel-Air Soho in Makati.

Part 1 of 4 - http://youtu.be/C8jnGKALNIM

Part 2 of 4 - http://youtu.be/qqx7naK1q4E

Part 3 of 4 - http://youtu.be/zU32Ab_Gtfk

Part 4 of 4 - http://youtu.be/u6717Sh-0mk

Manifestation to Cite for Contempt

In a message with the subject line "Guard refusing entry of unit owners" I was sent the following photo:



The following text was sent in an email with the subject line "Physical injury."

"We found out that despite the TRO and the Contemp, they went inside the admin office while our guard went down to get food. So owners went again to see the security office and have it locked as well. But on the way in, when the OIC (name) saw us arriving, he suddenly slammed the door at my hand. Another lady unit owner, a senior citizen, was shoved to the side while walking and fell. This they do despite orders.

Kerwin of century texts me everyday since mon to ask for schedule. But since what they are saying is just (epithet), including (Century's principal) "we are willing to let go for the owners", no need for wasting time in meeting. Their actions speak louder.

Now we will be filling more cases. You can post this and all pictures anywhere.

We would have a hearing for injunction on Monday at 9am."

Will We Be Allowed an Elected Board of Directors?

Will We Be Allowed an Elected Board of Directors?

(original web post 12/04/12):  When will a proper election take place with an Annual Meeting announced months in advance with much better preparation? Is this possible given the managing structure?

Click here for a .pdf of the letter.

Unit Owners Denied Right to Organize

Unit Owners Denied Right to Organize

(original web post 12/04/12):  Without contact information only the developer controlled board has the ability to control Unit Owners' congregating in a place and time of their convenience for an election process. As was experienced this past August, the Annual Meeting was delayed but for a reason not permitted in the By-Laws. The By-Laws would then seem to be nothing but used when convenient and at others times the Board does as it wishes.

Click here for a .pdf of the letter.

Resale Values

Resale Values

(original web post 12/05/12):  Hearing about such rumors and then countering on this forum and with others in person is not enough. Let us hear from those with the evidence. Of course without all the facts it is just a guess. But, we are left in the dark on so much with all the secret and private meetings and then documents kept from us and Minutes & Resolutions coming long afterward and only several at a time with protests all the way to get them.

Click here for a .pdf of the letter.

Financial Reports, Where?

Financial Reports, Where?

(original web post 12/05/12):  I assume that Soho Central Condominium Corporation (SCCC) has a nice accounting software program. After all, since sales was done so efficiently from the other side of the project from the start to get our money with computer programs one must assume that there is a sophisticated program on the accounting side. Given this, why has no one clicked the function on monthly and quarterly statements for posting as other buildings do?

Unit Owners are also members of the SCCC and investors among other such titles written and verbally stated. We have a right to know the accounting for our money.

Openness must begin!

Click here for a .pdf of the letter.

A Silly Letter posted

A Silly Letter posted

(original web post 12/06/12):  Recently, some of you may have seen a silly (use any word you want) letter posted on the concierge desk about some report made about security. There were three names on the Soho Central Condominium Corporation letterhead listed at the bottom from the Residential Committee. This committee, I assume, is that which the By-Laws of the SCCC allow to be formed. Of course, the By-laws also have other rules such as when an Annual Meeting is to take place but why follow some and not others, right.

Anyway, the three printed names did not put Director after their names. There were no details as to what the complaint was about and what they did not find. The original complaint from what they wrote was from anonymous residents which was also not posted along with it. Once again mysteries and secrets within the building.

The three names were the appointed unelected Unit Owners placed on the Board by the Developers. In a recent article I had posted from the Business World newspaper described these types of directors or trustees as groomed.

Someone suggested that after the remarks directed at Unit Owners at the failed Annual Meeting by two of the Directors, they need to show they are doing something. Well would such a silly letter make up for the remarks from the Annual Meeting? You may listen to it at the following links: http://youtu.be/UCPGudoU2MY or here http://soundcloud.com/sohocentral/soho-central-agm-2012

Memos: Discount & VAT

Memos:  Discount & VAT

(original web post 12/28/13):  Well, two important memos have been posted, of course, hardly making up for the disasatrous lack of communication by those managing the building.

I would strongly suggest that everyone take advantage of the discount due to VAT being imposed. The discount will help to offset the VAT. I have heard that a class action lawsuit may be in the works. I am not sure if the Congress has been contacted by Filipinos to change the law for what seems to be double taxation.

Those living outside the country I assume never see many of the memos and have little to no knowledge on a regular basis as to what is going on here since communcation is in serious need of being established. Some Unit Owners have paid well in advance. Did they ever get the yearly discount? If not, follow up and ask why not in the past and perhaps this coming year.

As for the discount, I would write that it is the Unit Owner who is paying, period. While the payment may be made by a tenant, it is the Unit Owner who is paying via whatever private arrangement they may have with the tenant. Unit Owners, you lose out on a discount if the full yearly payment is not made.

In the third paragraph "its" is used. Given the fact that cyborgs or androids have not yet been developed much less obtained property rights, I would assume "its" refers to Unit Owners. The possessive form their would be the correct word due to the clear majority of Unit Owners being human.

I would also argue with the statement, "Prompt payment is necessary to avoid any delay or discontinuance of services." We have services such as the elevators which have never fully functioned. Of course, we could go on from there as to the Board and management not providing what we pay for but they do not let us in on the secret and private meetings.

In the same paragraph, "We..." To whom does we refer? Is this the royal we?

Finally we are handed the "It" in the following: "It requires a unified effort in order to maintain the value of your investment." The true It to maintain value will be Unit Owner control of the Board as clearly researched and writtin by Armando Ang in his book, Guide to Homeownership. So will the developers and their minions please step aside allowing for a properly planned and announced meeting of the members (Unit Owners) of Soho Central Condominium Corporation to elect a Board?

Besides these memos, all such communication should be posted online for all Unit Owners. Please be assured that among my many tasks for the upcoming year that I will obtain and scan a copy of the Collection Policy & Procedure for all Unit Owners to access easily here in the forum.

Click here for a .pdf of the Discount memo.

I would argue with the BIR as to its assumption that a condominium corporation "furnishes its members and tenants with benefits, advantages, and privileges in return for such payments." In fact, given the work we have put in, I would expect a refund since the road must go both ways due to our time and expense in gaining such furnishings.

Further under II. Value-Added Tax (VAT), it would seem the government would start to tax other nonstock, nonprofit private organizations such as religious institutions considering their vast sums of income. A slippery slope indeed when being legalistic.

Click here for a .pdf of the VAT memo below.

The following is a memo that I have just posted (03/22/13) that is supposed to explain the memo put out by the government. Of course, there were newspaper articles, too. See, why spend time addressing all the issues of the building when you can sit at a computer and repeat work already done. Enjoy they the memo of a memo.

Click here for a .pdf of the above memo.

Surprise, Surprise, Surprise?

Surprise, Surprise, Surprise?

(original web post 12/07/12):  Do the Minutes from April 16, 2012 that we did not get until recently disclose transfer or as is legally stated conveyance of various items such as the elevators from Meridien to Soho Central Condominium Corporation? We were not given these Minutes until recently after many months of Ryan and I complaining. The actions of the Board of Directors remain secret conducted in private meetings.

Many did not know that the elevators were not transferred and the cost of the continuing disaster was supposedly handled by Meridien. But, we were not and have not been fully informed as to what is going on with the conveyance.

Remember, the names of the developers are Meridien Development Group, Inc. (Meridien) and Greenfield Development Corporation (GDC). They are not Soho Central Condominium Corporation (SCCC). Read the Master Deed in the beginning for details. I know it is a bit confusing when you also consider that I have not even written Century Properties' name. Well, that is the complexity of all these entities getting involved with building and then us stuck with the end result, good or bad.

So the land and other items were not authorized to be transferred until recently and the Unit Owners/Investors have also been paying the taxes for the land. Yes, we pay for the taxes on land that was not ours. I am not sure about the other common property being conveyed. At this point, I am not sure until given more documents whether or not the transfer actually took place.

from SCCC-Minutes.2012.04.16:

"6.8 Conveyance of Mother Title and Common Areas and Equipment

The members of the Board also took up the matter of the conveyance by the joint-venture developer, Greenfield Development Corporation (GDC) and Meridien Development Corporation (MDGI).

After a short discussion on the matter, the following resolutions, were approved and adopted to wit:

'RESOLVED, as it is hereby resolved, that the Corporation accept the conveyance of the land upon which the Soho Central Condominium is constructed as well as the common areas and equipment installed therein from Meridien Development Group, Inc. (MDGI) and Greenfield Development Corporation (GDC), joint venture developers of the Soho Central, via the execution of a Joint Deed of Conveyance of Land and Common Areas in Condominium Project in favor of Soho Central Condominium Corporation (SCCC) and for this purpose,

MS. MA. CONSOLACION J. TIOTUICO, Director
MR. BUENHIJO F. DIAZ, Director

are hereby designated as the authorized representatives and signatories of the Corporation with full power and authority to sign, execute and deliver the said Joint Deed of Conveyance of land and Common Areas in a Condominium Project and such other documents as may be required for the purpose'."

Click here for a .pdf of the letter.

ASK QUESTIONS! DEMAND ANSWERS!

Compensation

Compensation

(original web post 12.11.12):  What, if any, compensation was given to Directors or Officers of Soho Central Condominium Corporation? Given the ongoing lack of communication and inability of the Unit Owners to ask questions at regular or Annual meetings, we must resort to writing as demanded.

Click here for a .pdf of the letter.

General Contractor, Who?

Basic Questions even need a letter

(original web post 12.12.12):  Yes, even basic questions as many know or have been told need a letter. More delays after, of course, the shifting of responsibility with the end result being the need for another letter in writing. So to avoid the futile trail we are writing all the questions one issue at a time until we get the answers.

No answer or lack of reply will be met with increased action.

Click here for a .pdf of the letter.

Sewage Treatment Plant

How is the Sewage Treatment Plant Maintained?

(original web post 12.12.12):  We all need to be concerned and know what is happening with our building. From the top to the bottom and even issues that may not be pleasant but are necessary for our well being and general health of the building.

We had been told that cleaning of the tanks was not what we had heard last year. So we need a clear explanation as to all aspects of maintenance and inspection.

Click here for a .pdf of the letter.

Fines All Around?

Are Late Fees Equal?

(original web post 12.12.12):  The very disturbing commercial rate vs residential rate per square meter is an issue few have heard about. Then we also do not know if fines have been equal when dues are late.

Click here for a .pdf of the letter.

MISSING

 

Click here for a .pdf of the poster.

Coming Greenfield District Surprise?

UPDATE (03/20/13):  Besides this potential surprise still known as a possibility when brought up in conversation, I have written recently that the front of the building is being worked on.  Photos are posted in that writing.  But, there are now escalators being installed in the commercial section of the first floor.  The commercial part called the Podium is now making major changes to the building structure.

 

Who approved these changes?  Under what right(s) in the Master Deed? Why was there no notice at any step given to the Unit Owners?  Why the surprises?  Does anyone have an explanation as to what is going on?  Where is the Board?  Please read the Master Deed and make note of the various sections.  This research into Soho Central's corporate papers and the law may reveal serious issues that need intervention.

Coming Greenfield District Surprise?

(original web post 02/25/12):  We had been asked in at least one past message whether or not we would approve of attachment via holes smashed through the building walls. Well, everyone watch and listen in case such action is taken without a Master Deed change or approval by Unit Owners.

My concern is what are the liabilities?

1. Their (Twin Oaks) pests (bugs & vermin) become our pests.
2. Their floods or water problems become our floods or water problems.
3. Their security issues and violent explosions become our security issues and violent explosions.
4. Does our property insurance increase and who will pay for that now and in the future?
5. ...

Yes, questions on possible problems we take on forever.

Perhaps to sweeten the pot after all possible issues are explored and dealt with Greenfield Development will do at least one great act. I would expect them to permanently remove themselves from the Soho Central Corporation Board, forever. Those three seats would be for Soho Central Unit Owners, forever.

Now take a look at the photos and look for yourself outside. The levels of the building match and it is no accident.

More on Failed Tax Scheme?

(original web post 09/25/12) (BIR Media Release)

http://www.mb.com.ph/node/249943/bir-revoke

BIR revokes ruling on build-your-own scheme

By CHINO S. LEYCO

March 28, 2010, 10:59am

The Bureau of Internal Revenue (BIR) has revoked its earlier ruling regarding the build-to-own (BTO), build-your-own (BYO) and similar schemes that resulted in non-payment of taxes due to government.

Under the revenue memorandum circular 20-2010, the country's tax collection agency has ordered the revocation of BIR ruling DA-245-2005.

The ruling was nullified upon the instance of RDO Gerry O. Dumayas and ARDO Christina C. Barroga of RDO 44-Taguig throught Makati Regional Director Alfredo Misajon based on their verification of the joint venture transactions between Meridien East Realty and Development Corporation (Meridien) and Century Properties, Inc. (CPI) last April 2009.

It was originally represented in the ruling that Meridien and CPI only manage the construction of the condominium project, and that the funds as contributed by the individual investors or co-developers are pooled in a bank with the developer, as project manager, receiving only a project management fee.

Moreover, the assignment and delivery of the developed units to a joint owner, is claimed non-taxable being merely a transaction to effect the return of capital contribution. This resulted in the non-payment of income taxes and value-added tax by Meridien and CPI on the gross project amount.

However, upon RDO 44’s investigation of the facts presented. They found out that Meridien and CPI misrepresented said transactions, which nullified the said ruling.

The scheme is contrary to the policy behind presidential decree 957, otherwise known as the "The Subdivision and Condominium Buyer’s Protective Decree," according to the House and Land Use Regulatory Board (HLURB).

Commissioner Joel Tan-Torres encouraged all the BIR offices concerned to report similar schemes for appropriate investigation and to prevent further erosion of tax collection running into hundreds of millions of pesos.

Failed Tax Scheme?

(original web post 09/25/12) (BIR Media Release)

Does anyone have an update concerning this serious matter at SOMA?

http://www.mb.com.ph/articles/249408...g-housing-plan

BIR revokes ruling on housing plan

March 24, 2010, 5:49pm

The Bureau of Internal Revenue (BIR) revoked Wednesday an earlier ruling on the build-to-own (BTO), build-your-own (BYO) and other similar housing or condominium unit-owned schemes that resulted in the non-payment of taxes due to government.

BIR Commissioner Joel Tan-Torres said his agency nullified its previous ruling — BIR Ruling No. DA-245-2005 on constructing or building housing or condominium units — after a thorough investigation conducted by regional district officer Gerry Dumayas and assistant regional district officer Christina Barroga of BIR-RDO in Taguig.

Dumayas and Barroga, in coordination with BIR-Makati RDO Alfredo Misajon ruled that Meridien East Realty and Development Corporation (Meridien) and Century Properties Inc., failed to pay the income taxes and value-added taxes in million of pesos.

Meridien and Century properties, in a joint venture transaction last April 2009, contested that they only manage the construction of the condominium project in Global City, Taguig, and the funds as payment of the individual investors/co-developers are pooled in the bank with the developer, as project manager, receiving only a project management fee.

Moreover, the assignment and delivery of the developed units to a joint owner, is claimed non-taxable being merely a transaction to effect the return of capital contribution. This resulted to the non-payment of income taxes and value-added tax by Meridien and CPI on the gross project amount.

However, upon RDO 44’s investigation of the facts presented. They found out that Meridien and CPI misrepresented said transactions, which nullified the said ruling. (Jun Ramirez)

And Who Pays for the New Commercial Windows?

And Who Pays for the New Commercial Windows?

I just saw some scaffolding and holes made in the large windowless front facade of the building above the left side.  I asked security and they told me windows would be placed there.  This would be for the commercial floors.

So once again the Board tells us nothing and we must discover what is being done with our building in secret and private meetings.  The Board is unelected self-appointing and self-anointing.  And who pays?

Well, I would assume they will say that Greenfield pays.  Talaga?  The commercial areas had two reductions per square meter for what they pay in dues to the building.  The first reduction was a drop to 41 pesos and then to 26.5 pesos.  Everyone I have spoken with has never heard of such a thing where commercial pays less than residential in the same building.  Welcome to a building with the developers in control.

So while Greenfield may pay for the windows, the residential parts of the building pay 65 versus 26.5 pesos per square meter in monthly dues.  In my opinion, we subsidize the windows and much more.

Of course who knows if liability insurance as well as other necessary building procedures have been made.  Secrets we will never be told unless demanded and then weeks, months and years for an answer.

 

The Fantasy Vision

The Fantasy Vision

Does everyone remember this among the wonderful ads and brochures and how about the salespeople and what they told us.  I hear such fantasies continue.

So after watching and remembering cry and then laugh at the truth that is being exposed.

 

And, if the above is not enough and you need blood pressure to rise more, here is the developers' brochure.


LIMIT RENTALS? or Investment Decline

BEWARE OF RENTALS: Investment decline

From Guide to Homeownership – Condominiums and Townhouses (chapter) by Armando Ang

(original web post 12/24/13):  Owners, be careful since your investment and for many their home may decline in value due to too many with plans to rent.

Page 372: “Condominiums with too many empty units for rent or for sale or rented out do not appreciate in value very much. It is axiomatic for lenders not finance mortgages for complexes with higher number of rental units. In fact, when a complex drops to less than 60 or 70 percent owner occupancy, lenders believe the values in the complex may start to decline. ”…

Page 373: “ A high ratio (renter) is a sign that the cost of the unit may not be worth the asking price. Rental revenue is very miniscule compared to the invested cost of the condo.”...

Page 373: “The ratio of tenant to owner should not be more than 25 percent.”…