Steering Committee ∩ SCCC Board

Steering Committee ∩ SCCC Board

(original web post 10/10/12):  There seems to be a recalling of the 2011 Annual Meeting walkout by the Board conflicting with what I have seen written and what those I know distinctly remember.

The following was written by the entity called the “Steering Committee” whose history I have mentioned from time to time. From what I am able to gather there are only four people left participating in the group. Only one original member is left from what I have been told of the group that was chosen by around 90 Unit Owners who were here at the time of turnover. This group had put out statements from time to time via email and postings. We had only been to one of their meetings with others being held at unknown places and times. Yes, I do not recognize them as a representative for me as a Unit Owner and this group is not a Home Owners Association as would be formed under law.

Here is an excerpt sent in an email after last year’s 2011 Annual Meeting by the “Steering Committee”:

… “Unfortunately the meeting was a failure. The chairman of the meeting, Mr. Rafael Yaptinchay, who is the President of Soho Central Condominium Corporation, also the President of Meridien Development Group, Inc. walked out. We were not able to elect unit owners to the board. There are 7 board members, 3 of whom should be nominees of the commercial podium hence we could elect 4.(1) Mr. Yaptinchay nominated himself, Meridien’s VP for Finance Benito Obra, Meridien’s VP for Legal and Adminstrative matters, Atty. Rufo Baculi, and Rhona Ebuan. In short Mr. Yaptinchay nominated 4 to fill up the 4 available board seats. This started a lengthy discussion on the morality of Meridien voting for the units of buyers who had already fully paid for their units but have not been issued their titles, largely due to Meridien’s negligence and/or endless excuses!.

There are 886 residential units in our condominium. Just a little over 300 buyers received their certificates of title. Meridien therefore held the majority. Mr. Yaptinchay eventually offered a compromise – he would withdraw the nomination of 2 of his nominees. We refused and wanted Meridien to have only 1 board seat – and specified that Mr.Yaptinchay would still be the Chairman. He refused and declared a failure of elections.

Thereafter, the floor became more animated with issues being raised. Mr. Yaptinchay and the Asst. Corporate Secretary, along with the Soho Admin Staff who were present walked out.(2)

Although the meeting itself was a failure, we are still happy that first, we were able to force the powers to call for a members’ meeting and, second, Mr. Yaptinchay gained first hand knowledge of the dissatisfaction of the unit buyers at Meridien.

We in the Steering Committee are discussing our options and our moves. We will inform you in due time of any developments.” …(3)

Now compare and contrast this to an excerpt from their recent email that has no mention of three of their group’s members being appointed and now sitting on the SCCC Board:

… “It’s been almost a year since our last communication with you as members of the Steering Committee. After the aborted Annual Membership Meeting last year, when the meeting was adjourned prematurely due to the belligerent behavior of one of the residents who kept shouting at the Presiding Officer, who took offense at such rude behavior and called the meeting adjourned without electing the members of the Board, we were all at a loss

Before the next Annual Membership Meeting, we would like to update you on what the Steering Committee continued to work for, inspite and despite, distractions from another faction of the SOHO residents.” …

… “V. ON the BOARD

Filipinos who understand how condominiums operate here in the Phils. Would know that the sale of a unit comes with an existing Board to oversee operations initially while the residents adjust themselves to the activities that is entailed in the purchase of a unit.

In practice, most condominiums, benefit or suffer, from having the same Board for NOT less than 5 years from turn-over.

In our case at SOHO Central, after 2 years, we were allowed to meet at the Annual Membership Meeting to hold an election for new members of Board who will then represent the Residential Podium and Commercial Podium respectively.

Those who were in attendance last year probably remember the surprisingly and disgustingly ugly turn of events.

The important point to consider and be mulled over by each one of us is the behavior of the current Board in trusting the SOHO Central residents to elect their own representatives to the Board even only after 2 years from turn-over. It means that we, residents could negotiate with them on any matter if we do it “with honey and not with vinegar”. Positive results can be better achieved with sweet words than swords.

There are some seemingly “crusading” persons who want to lord it over in our condominium. Are we truly aware of their vested interests in this? Are we assured that they will turn out better Board members? Are their concerns sincere or are they simply paving the way for their own agenda that might even be more detrimental to us?”...

Now this is what was written in the Minutes for the 2011 Annual Meeting placed in the packet for this year’s meeting for approval by the SCCC Board.

“However, before voting for the other four (4) director slots could commence, some belligerent members brought out and insisted on discussing issues that could not be resolved right then and there. Hence the Chairman declared a failure of election for the remaining four (4) slots and the meeting was adjourned around 7:15 p.m.”

I would say the change from last year and this year is striking and interesting.


The following are comments from those that attended the meeting and their recollection:

- The Board "walked out because of lies. Left due to being caught in lies. Their best answer was to walk out."

- The Board walked out since they want control for their own ends and need to treat us like children and now the Steering Committee wants us to be children, too. -- George DeCarlo

- Last year was NOT SERIOUS NOR CONSTRUCTIVE. From then on I did not believe they were on investors' side.


Comment notes:

(1) This statement made was confusing and not correct as written. Greenfield Development was given 3 seats exclusively and they may also exclusively make nominations for these as written in the Master Deed and also mentioned in the By-Laws. But, what was not explained and even carried out to our disadvantage last year by a unit owner from the Steering Committee was a call for general consent by the body assembled. The neglected fact is that members (Unit Owners) vote for all nominees. The implication is that no matter who the nominees of Greenfield Development, Unit Owners may vote No and are not required or expected to vote Yes for the sake of voting Yes in order to fill those seats. It is true that Unit Owners by virtue of voting as written in the Master Deed and By-Laws may deny the seating of nominees from Greenfield Development.

The Steering Committee member made a statement at the meeting implying that since Greenfield Development is given three seats that we as a body may just say yes and continue with the business of nominating and electing the remaining seats. This was not a wise move if Unit Owners as a whole are to exercise full powers granted in the By-Laws. In fact, Greenfield Development may also nominate another candidate since only three are to be seats for the residential area of the building.

Additionally, given the fact that the voting procedure being used was one vote per unit, the election was at its root illegal since that violates the Master Deed and law due to this building being mixed use, commercial and residential. Voting in our building must take place by using the area of each unit. I hold that the seats held by Greenfield Development based upon that election in 2011 were illegal. The vacating of the seats should have taken place and all votes made by those so seated are null and void.

(2) A walkout also took place at Bel-air Soho but the frustrated Unit Owners were well advised to stay and continue the meeting electing a Board as they did and are now in the process of taking control of the building. Those trusted to one extent or another to be fully versed in the Master Deed, Bylaws and laws of the Philippines were perhaps ignorant of what the options were and what should have been stated upon the developers leaving our meeting.

(3) I had not gotten any news from the Steering Committee entity until just before the 2012 Annual meeting. The action called for by one in their group was asking those at the 2011 Annual Meeting upon the walkout of the Board if we wanted to sue in response to a Board member’s stating on their way out the door “sue us.” No action was taken for a suit. But the action of the Board was to appoint 3 members of the Steering Committee to the Board news of which was never made in posted memos much less Minutes for the Unit Owners. So the moves and developments were not forthcoming for a fully informed Unit Owners’ membership.