Evidence of Knowledge

Evidence of Knowledge

(original web post 02/22/13):  From another posted message in the past information that Century Properties Management Inc. and the Board of Directors had and must have read. After all, who wrote up the documents imposed upon us? Remember, we have the right to change these documents by amendment but be careful and read amendments proposed by the developer controlled Board. An amendment may have a good part but then as I pointed to last year the zingers are slipped in for more dictatorial control.

In this letter, you will note the quote from the By-Laws as to when the Annual Meeting must take place. Well, we still have not been given an answer as to why the meeting in 2012 was illegally moved. Just think of how many people had planned their trips to coincide with the meeting with the Board illegally moving it to the next month. Could we have had a quorum? If we had a quorum then the Unit Owners could have voted and made their concerns known to the Board which meets in private and secret meetings during the year.

By-Laws

This meeting was also illegally "deferred" since the Annual Meeting is required to take place on the last Friday of August unless there is a legal holiday. At that time a meeting may be cancelled due to lack of quorum. Why the games with the Annual Meeting?

This is the entire Section 5:

Section 5. Annual Meeting. -The annual meeting of the members of the corporation for the election of directors/trustees and such other matters pertaining to the corporation shall be held at the principal office of the corporation at Mandaluyong City, Philippines or at such other place that the Board may determine, on the Last Friday of August of each year. Should a scheduled meeting be a legal holiday, the annual meeting shall be held on the next succeeding business day at the same place and time.

I would suggest everyone read all documents and here the By-Laws carefully since they are not quoted in full and there are mistakes in quotations with additional emphasis such as underlines not present in the original. Yes, after the past few years still much to learn. There is also an employee of a hired agency making decisions for the members (Unit Owners) and the developer controlled Board when no such role is assigned in the By-Laws. This, too, was not legal.

UPDATE (03/24/13):  It appears that the Corporate Code of the Philippines was violated when the Annual Meeting was canceled no matter the feeble excuse from someone not authorized to make any such decision based upon the By-Laws and national law.

"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)"