Residential Areas Committee (RAC): Illegal
After receiving a telephone call this morning, I am posting this in agreement.
There was no quorum of a 2012 Annual Meeting. There has been no election of Directors of the Board of the Soho Central Condominium Corporation (SCCC). Therefore, the RAC is not a legal entity and its actions are being conducted without the approved authority of the Unit Owners who are members of the SCCC.
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Yes, there was no quorum and there was no follow-up meeting as required by the Corporate Code. So the Board and the RAC are illegal in all their actions.
Title III Section 24 of the Corporate Code
Have we had further violations of the election process given the last sentence of Section 24 below? Why would this be ignored by those sitting on the musical chair Board? Why would they not follow the law? Why the games? Why the self-appointing and anointing? What is going on here? Why must Unit Owners be told the law and truth & facts of the law by those outside the Board or those not in the legal profession?
SECTION 24. Election of directors or trustees. — At all elections of directors or trustees, there must be present, either in person or by representative authorized to act by written proxy, the owners of a majority of the outstanding capital stock, or if there be no capital stock, a majority of the members entitled to vote. The election must be by ballot if requested by any voting stockholder or member. In stock corporations, every stockholder entitled to vote shall have the right to vote in person or by proxy the number of shares of stock standing, at the time fixed in the by-laws, in his own name on the stock books of the corporation, or where the by-laws are silent, at the time of the election; and said stockholder may vote such number of shares for as many persons as there are directors to be elected or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many candidates as he shall see fit: Provided, That the total number of votes cast by him shall not exceed the number of shares owned by him as shown in the books of the corporation multiplied by the whole number of directors to be elected: Provided, however, That no delinquent stock shall be voted. Unless otherwise provided in the articles of incorporation or in the by-laws, members of corporations which have no capital stock may cast as many votes as there are trustees to be elected but may not cast more than one vote for one candidate. Candidates receiving the highest number of votes shall be declared elected. Any meeting of the stockholders or members called for an election may adjourn from day to day or from time to time but not sine die or indefinitely if, for any reason, no election is held, or if there are not present or represented by proxy, at the meeting, the owners of a majority of the outstanding capital stock, or if there be no capital stock, a majority of the member entitled to vote. (31a)
Electoral Process or Illusion?
Have we had further violations of the election process given the last sentence of Section 24 below? Why would this be ignored by those sitting on the musical chair Board? Why would they not follow the law? Why the games? Why the self-appointing and anointing? What is going on here? Why must Unit Owners be told the law and truth & facts of the law by those outside the Board or those not in the legal profession?
Who has answers?
BATAS PAMBANSA BLG. 68
THE CORPORATION CODE OF THE PHILIPPINES
THE CORPORATION CODE OF THE PHILIPPINES
TITLE III — BOARD OF DIRECTORS/TRUSTEES AND OFFICERS
SECTION 24. Election of directors or trustees. — At all elections of directors or trustees, there must be present, either in person or by representative authorized to act by written proxy, the owners of a majority of the outstanding capital stock, or if there be no capital stock, a majority of the members entitled to vote. The election must be by ballot if requested by any voting stockholder or member. In stock corporations, every stockholder entitled to vote shall have the right to vote in person or by proxy the number of shares of stock standing, at the time fixed in the by-laws, in his own name on the stock books of the corporation, or where the by-laws are silent, at the time of the election; and said stockholder may vote such number of shares for as many persons as there are directors to be elected or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many candidates as he shall see fit: Provided, That the total number of votes cast by him shall not exceed the number of shares owned by him as shown in the books of the corporation multiplied by the whole number of directors to be elected: Provided, however, That no delinquent stock shall be voted. Unless otherwise provided in the articles of incorporation or in the by-laws, members of corporations which have no capital stock may cast as many votes as there are trustees to be elected but may not cast more than one vote for one candidate. Candidates receiving the highest number of votes shall be declared elected. Any meeting of the stockholders or members called for an election may adjourn from day to day or from time to time but not sine die or indefinitely if, for any reason, no election is held, or if there are not present or represented by proxy, at the meeting, the owners of a majority of the outstanding capital stock, or if there be no capital stock, a majority of the member entitled to vote. (31a)
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