Residential Areas Committee within the Board of Directors of Soho Central Condominium Corporation

Residential Areas Committee within the Board of Directors of Soho Central Condominium Corporation

Long title, di ba?  Now for the detailed explanation.  Do we have another illegal appointment to the Residential Areas Committee (RAC)?  I believe so given the Valle Verde vs Africa (a legal review of the opinion) decision by the Supreme Court of the Philippines.

The following is from the By-Laws of the Soho Central Condominium Corporation (SCCC):

"In the same manner, the management and control of the Residential Areas (which includes the Units and the parking slots dedicated for residents) and all common areas found within the Residential Areas (including without limitation, the promulgation of rules and regulations governing the use of the Units and common areas found within the Residential Areas and the fixing of rates of association dues for the use and maintenance of the common areas found within the Residential Areas) are hereby irrevocably vested in a committee (the "Residential Areas Committee") composed of three (3) members of the board, to be appointed by the board; provided, that at least two (2) members of the Residential Areas Committee shall be nominees of the owners of the Units within the Residential Areas. All issues relating solely to the management and control of the Residential Areas and the common areas within the Residential Areas shall be resolved exclusively by the Residential Areas Committee."

It seems that beyond the issue of members of the Board that many, if not all, decisions made prior to the formation of the RAC are void due to not following the last sentence of the above quote of the By-Laws.  Even decisions made after the formation of the RAC are void since the appointments were contrary to Valle Verde vs Africa.  Why did those Directors on the Board at that time not follow the By-Laws.  One of those Directors is still on the Board.  In fact, that Director may be the only legally sitting Director at this time.

There is a newly appointed Board member that has just been announced for the first time since they "officially assumed the vacant" seat on November 27, 2013 as stated in the latest quarterly report from the RAC.  What is not said is as interesting as what is stated in the report.

From the just released 4th quarterly report of the RAC:

"The RAC requested unit owners to attend a meeting on November 9, 2013.  Only 10 unit owners showed up. We asked for anyone to take the place of Ma. Consolacion J. Tiotuico who resigned on October, 15, 2013 and we discussed some problems in the management of our condominium. Mr. Reynaldo G. Tan officially assumed the vacant RAC post on November 27, 2013."

Where are the words Board and appoint?  What I read is the word "assumed."  I had once wrote about the Musical Chair Board.  Was my remark actual reality?  Was the music playing and once stopped the empty chair was assumed?
 

Why not have the word Board written above since the members of the RAC must be from the Board?  To be a member of the Board one must be appointed according the law or elected as allowed by the By-Laws and Master Deed according to the law.
 

When and where did the Board of Directors legally appoint?  No election to the Board by the members, Unit Owners, of SCCC took place to my knowledge.  Who on the Board appointed?

I also see the word "meeting" in this paragraph.  "Meeting?"  What I had read was dialogue with unit owners announced.  Official meetings count though they are private & secret.  Those meetings would have Minutes.  We are still trying to get all the Minutes & Resolutions.
 

 "We asked for anyone to take the place" of the vacated seat as written previously.  Just "anyone" to be placed on the RAC and not someone appointed legally after being either legally appointed or elected to the Board of Directors?  Do any of the members of the Board, whatever their status, read the By-Laws, Master Deed and applicable laws and court rulings?

Compounding the compound violation of appointed Directors is another violation of the By-Laws regarding the RAC:  "... at least two (2) members of the Residential Areas Committee shall be nominees of the owners of Units within the Residential Areas."  No election took place for there to have been nominees along with the other cited problems.

Then there are the three of the seven seats on the Board reserved for the commercial areas.  Those seats "shall be nominees of owners of the Units comprising the Commercial Podium."  After nomination an election would take place according to the rules and law.

What happened at the 2011 Annual Meeting?  These three seats were not elected according to the Master Deed or law since this is a mixed-use building.  The rule for the election at the meeting was one vote per unit.  The rule was illegal.  The Master Deed and law call for votes by area meaning the square meters of units.  But even the illegal rule for voting did not take place.

There was a call by a member, Unit Owner, asking for an acclamation or pronouncement of the body approving the three commercial nominees since they have those seats anyway.  HUH!?  While they may have three seats reserved and to nominate, there is no reason members, all Unit Owners, have to vote yes to any of the candidates.

Additionally, no where in the By-Laws, Master Deed or law is such a maneuver allowed to take place at an annual meeting electing Directors to the Board.

At this point in time, it may be necessary to ask the SEC along with the HLURB to intervene and possibly conduct an election looking at all documents and decisions made since 2009.  I would also ask them to consider placing Soho Central Condominium Corporation in receivership for proper elections to take place.