Plan, plan and plan some more

QUESTION: Is Stonewall Central a better name for the property?
UPDATE (click): 2012 Audited Financial Statements
UPDATE (click): 2013 Annual Meeting packet
UPDATE (click): 2013 Special Meeting packet

AUDITED FINANCIAL STATEMENTS ANALYSIS 2009-2012 (click): A CPA analysis of SOHO Central Condominium Corporation's Audited Financial Statements

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 elevated blood pressure, here is the project's brochure.

Many posts are still issues and need to be read once again. At this main hub of postings watch for new posts and updates. Please get involved by spreading the word as to the issues here. We must document all that is taking place. Many documents need retrieval and assistance is needed in getting them scanned and posted.

Tuesday, March 31, 2015

Greenfield or Mudfield?

Greenfield or Mudfield?

The photo immediately below is a picture from the Greenfield District Facebook page. Yes, there are some bare areas but the field is pretty green at this angle.  What has happened to "Central Park", yes, their name for it?  The other photos were taken a few weeks ago though there is little change.

The grass is not always greener on the other side.

Monday, March 30, 2015

The problem jeepney station

The problem jeepney station

I have written about this and the photos posted are from another forum for the building.  This is not helping the value of the buildings and area.

For those not here this is where they moved the jeepneys from the block behind us off United. Now they are in the most convenient place to cross Shaw Boulevard. Yes, this will just add to the many factors bringing down the value of our building. These photos were taken during a part of the day when the bulk of commuters are not present. The lines during those times make walking across a hassle and many do not feel safe due to many others being attracted to the crowds. Of course, it makes all those fantasy pictures and films of the area then and now more of a joke.

Soho Central Resident photographer & relative of Unit Owners:  "DANGER ZONE WARNING: WHEN CROSSING AND/OR WALKING ON THE SIDEWALK -- GREENFIELD DISTRICT AREA...  The REAL PICTURES (of) Greenfield District 2015 near Soho Central and Twin Oaks"

A Soho Central SPA's comment:  "Take your risk and walk through the sidewalk.....either you be snatch or get hit by vehicles"

Sunday, March 22, 2015

"Option: For clients who bought prior to November 10, 2005"

"Option:  For clients who bought prior to November 10, 2005"

Please see the full advertisement here - "Option"

Did anyone get the furnishings seen in the brochure below who purchased prior to November 10, 2005?

In very small print at the bottom of the page you will read, "In its continuing desire to improve the unit, the Developer reserves the right to makes changes on any of the above features without prior notice or approval."

How does this agree or conflict with:

Presidential Decree 957

Section 19. Advertisements. Advertisements that may be made by the owner or developer through newspaper, radio, television, leaflets, circulars or any other form about the subdivision or the condominium or its operations or activities must reflect the real facts and must be presented in such manner that will not tend to mislead or deceive the public.
The owner or developer shall answerable and liable for the facilities, improvements, infrastructures or other forms of development represented or promised in brochures, advertisements and other sales propaganda disseminated by the owner or developer or his agents and the same shall form part of the sales warranties enforceable against said owner or developer, jointly and severally. Failure to comply with these warranties shall also be punishable in accordance with the penalties provided for in this Decree.



Thursday, March 19, 2015

21st Floor PE5 photos

21st Floor PE5 photos

As a resident representing their relatives who own the unit said to me tonight, "Why are they demolishing another elevator when those that were demolished are not functioning perfectly?"  What can I say in answer to that question except to look to the heavens for assistance.

Five years and no completely functioning, operating, safe and government inspected elevators.

Wednesday, March 18, 2015

Purgatory or Hell?

Purgatory or Hell?

Does everyone recall when the Service Elevator and Passenger Elevator 4 entrances were demolished and never fully restored?  I had taken photos of some of the floors and will start that process all over again since the repair job was not done well as cracks, light fixtures and board frames attest.  Disgusting.

Now Passenger Elevator 5 is being at least partially demolished as the noise alerts.  Why were the two entities with one in two parts unable to build the building properly?

The coming series of posts will be as those below with photos of all floors from the Service Elevator to Passenger Elevator 4.  This time I will do each floor with the two previously demolished and the current mess.

Below are just some of the posts regarding the elevators.


This is a video clip they need to play in our elevators. Of course, I would rather be going to this planet with acid-for-blood aliens at least you have a chance for success compared to the outcome here.

"We're on an express elevator to hell, going down"

Tuesday, March 17, 2015

Condominium Corporation Records

Condominium Corporation Records

The titles and sections below have been previously posted regarding various matters.  I was once again told that records such as contracts are not allowed to be seen by members (Unit Owners) of the condominium corporation.  This is quite frustrating and challenges transparency.


Sections 74,75 & 144 of The Corporation Code of the Philippines


[Batas Pambansa Blg. 68]



Sec. 74. Books to be kept; stock transfer agent. - Every corporation shall keep and carefully preserve at its principal office a record of all business transactions and minutes of all meetings of stockholders or members, or of the board of directors or trustees, in which shall be set forth in detail the time and place of holding the meeting, how authorized, the notice given, whether the meeting was regular or special, if special its object, those present and absent, and every act done or ordered done at the meeting. Upon the demand of any director, trustee, stockholder or member, the time when any director, trustee, stockholder or member entered or left the meeting must be noted in the minutes; and on a similar demand, the yeas and nays must be taken on any motion or proposition, and a record thereof carefully made. The protest of any director, trustee, stockholder or member on any action or proposed action must be recorded in full on his demand.

The records of all business transactions of the corporation and the minutes of any meetings shall be open to inspection by any director, trustee, stockholder or member of the corporation at reasonable hours on business days and he may demand, writing, for a copy of excerpts from said records or minutes, at his expense.

Any officer or agent of the corporation who shall refuse to allow any director, trustees, stockholder or member of the corporation to examine and copy excerpts from its records or minutes, in accordance with the provisions of this Code, shall be liable to such director, trustee, stockholder or member for damages, and in addition, shall be guilty of an offense which shall be punishable under Section 144 of this Code: Provided, That if such refusal is made pursuant to a resolution or order of the board of directors or trustees, the liability under this section for such action shall be imposed upon the directors or trustees who voted for such refusal: and Provided, further, That it shall be a defense to any action under this section that the person demanding to examine and copy excerpts from the corporation's records and minutes has improperly used any information secured through any prior examination of the records or minutes of such corporation or of any other corporation, or was not acting in good faith or for a legitimate purpose in making his demand.

Stock corporations must also keep a book to be known as the "stock and transfer book", in which must be kept a record of all stocks in the names of the stockholders alphabetically arranged; the installments paid and unpaid on all stock for which subscription has been made, and the date of payment of any installment; a statement of every alienation, sale or transfer of stock made, the date thereof, and by and to whom made; and such other entries as the by-laws may prescribe. The stock and transfer book shall be kept in the principal office of the corporation or in the office of its stock transfer agent and shall be open for inspection by any director or stockholder of the corporation at reasonable hours on business days.

No stock transfer agent or one engaged principally in the business of registering transfers of stocks in behalf of a stock corporation shall be allowed to operate in the Philippines unless he secures a license from the Securities and Exchange Commission and pays a fee as may be fixed by the Commission, which shall be renewable annually: Provided, That a stock corporation is not precluded from performing or making transfer of its own stocks, in which case all the rules and regulations imposed on stock transfer agents, except the payment of a license fee herein provided, shall be applicable. (51a and 32a; B. P. No. 268.)

Sec. 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) 



Sec. 144. Violations of the Code. - Violations of any of the provisions of this Code or its amendments not otherwise specifically penalized therein shall be punished by a fine of not less than one thousand (P1,000.00) pesos but not more than ten thousand (P10,000.00) pesos or by imprisonment for not less than thirty (30) days but not more than five (5) years, or both, in the discretion of the court. If the violation is committed by a corporation, the same may, after notice and hearing, be dissolved in appropriate proceedings before the Securities and Exchange Commission: Provided, That such dissolution shall not preclude the institution of appropriate action against the director, trustee or officer of the corporation responsible for said violation: Provided, further, That nothing in this section shall be construed to repeal the other causes for dissolution of a corporation provided in this Code. (190 1/2 a)

Careful, that turnkey may become a turkey

Careful, that turnkey may become a turkey

I have touched upon this before but after more stories about Unit Owners not wanting to get involved and some of those just wanting money from the unit as a rental property, I am concerned. Here is a quote from Wikipedia on turnkey:
"Turnkey real estate also refers to a type of investment. This process includes the purchase, construction or rehab (of an existing site), the leasing out to tenants, and then the sale of the property to a buyer. The buyer is purchasing an investment property which is producing a stream of income."
It seems that only this part is understood and not the other side of the business having to do with maintaining value by studied and active involvement in the condominium corporation to which Unit Owners are legal members. Would someone explain to me the concept of spending millions of pesos then not being fully aware of the circumstances that are bringing down the value of the property?

Short-term profit is nice but the long term goal of enhanced value is being ignored by many. This is also a serious concern to those Unit Owners who occupy their property as their home. What are they to think? All Unit Owners need to join and face the serious issues.

Monday, March 16, 2015

The Elevator Problem continues

The Elevator Problem continues

At least two people and perhaps more have experienced dropping at least two floors in elevators over the last couple of days if not more. Elevator 4 was one of the elevators. I plead to those experiencing this to file a written complaint along with a copy that will be stamped acknowledged by the administration office on the 4th floor. Then make a copy of the stamped copy and bring both to the city engineer and give them the copy and have a second acknowledgment stamp on your copy. That copy is to be held by the person complaining. If they want it to be posted to this blog, I will do so. I plead with all those suffering this ordeal to do this showing one of many problems. These elevators are dangerous.

Oh, I know it will happen again, so to those very few saying the elevators are getting better after I post, why not face me with that claim.  To you and everyone else, I want all the problems fixed in the building.  The value of the building drops and we cannot hide the issues.  So time to come together and demand they be fixed by taking action.

The highest decision making body of the condominium corporation meets according to the By-Laws and the law of the nation they must abide by on the last Friday of August at the Annual Meeting.  That date is Friday, August 28, 2015.  Please attend or send a proxy.  See the previous post with forms you may use.

Friday, March 13, 2015

Cigarette Dumping Penalty

Cigarette Dumping Penalty


This was sent to me by someone from another building where they, too, are having the same problems.  I suspect that this is a widespread issue that needs attention.  The use of unit balconies, sidewalks, streets, pool areas, etc. as someone's ashtray or garbage can is abhorrent to the community.  Of course, we have all seen the cigarette butts and trash, and I feel for the units on the 4th floor of the Mayflower tower whose issues on garbage and awnings I have not heard of being solved - .

Meetings for Board of Directors/Trustees

Meetings for Board of Directors/Trustees

(The terms Directors and Trustees are used interchangeably.)

There was a question at the recent informal meeting about meetings of the Board.  I cannot find any requirement either in the By-Laws or Master Deed or Philippine Corporate Code for a meeting other than one after the annual election or for needed business decisions.  I cannot locate any regularly required meeting.

The following are links to read and a section of the Corporate Code that does not reflect the Supreme Court decision Valle Verde vs Africa; whereby, those Directors in tenure and no longer in term of office cannot appoint members to vacancies.

Soho Central Bylaws (see Section 15) -

Soho Central Master Deed -

Corporation Code of the Philippines, Title III - BOARD OF DIRECTORS/TRUSTEES/OFFICERS -

Valle Verde vs Africa -

Thursday, March 12, 2015

SCCC By-Laws' Official Announcement - 2015 Annual Meeting

SCCC By-Laws' Official Announcement - 2015 Annual Meeting

The Annual Meeting will take place on Friday, August 28 for the 2015 Annual Meeting as called for in the Soho Central Condominium Corporation's By-Laws.

By-Laws of Soho Central Condominium Corporation - Meetings of Members
"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."

"Section 8. Proxy. – Any member or representative as defined in Section 4 hereof, may be represented by a proxy in all the meetings of the members of the corporation. The proxy must be in writing, designating the representative by name, signed by the member or the representative and duly presented to the Secretary for inspection and recording before the opening of the meeting.

Proxies shall be valid only either for the next annual or special meeting after the execution of the proxy or any adjournment thereof. The presence of the member at the meeting shall revoke the proxy heretofore executed by him and such member shall be entitled to vote at such meeting in the same manner and with the same effect as if he had not executed a proxy."


READ this section carefully
So besides the proxy to submit in writing as instructed above for those not attending, where there is joint ownership have a written statement signed by all the particular Unit Owners submitted to the corporation’s Secretary via the Soho Central Condominium Corporation Administration office in the building if prior to the meeting for representation as stated below.

"Section 4Representation. – In cases where a unit is owned in common by two or more persons, they shall determine one (1) from among themselves, who shall represent them in the corporation. Except for the purpose of liquidation in case of dissolution, the representative designated shall be considered as members representing the unit for all purposes, in all matters related to the corporation, including service of notice of assessment and meetings, grant of proxies, voting on any matter, and the like. In cases of corporation, trust, or partnership, its authorized officers shall designate who should represent it in the corporation. In all the foregoing instances, the person duly designated (as) representative must be registered with the corporation by filing a written designation with the Secretary of the Corporation."




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) 

PROXY for the Annual Meeting on Friday, August 28, 2015 & REPRESENTATION

PROXY for the Annual Meeting on Friday, August 28, 2015 & REPRESENTATION

The attached is a basic Proxy form with what is required in the By-Laws but nothing that gives power to those other than the proxy or contradicts the By-Laws.  There is also a basic Representation form as required for those units with more than one owner.  You may make adjustments as needed and please make any suggestions as for changes.

When filling this out make sure to keep a copy that has been stamped & acknowledged received or request a confirmation if emailing.

Failed Elevators: The Banging is Back

Failed Elevators:  The Banging is Back

In 2009, the building's units were turned over with elevators that have to date not been fully operational.  Of course, they have not been to my knowledge inspected and fully approved by the government.  Now the banging has started once again in an attempt to fix the failed elevators.  You know it gets to a point where all the banging in the universe will not solve the problem.  In fact, what are the problems that Unit Owners have been kept in the dark about as to exactly why the elevators are in the condition they have been with the worst scenarios being dropping and stalling with no lights?  The elevators are a horror and are a symbol of the quality received from the parties that built this condominium.  Disgust is all I and others have with this entire matter.

Tuesday, March 10, 2015

Management contract dated August 24, 2009

Management contract dated August 24, 2009

The management contract has expired since the Philippine Corporate Code Title IV Section 44 states five (5) years as a maximum.  We were finally able to see a copy and it was dated August 24, 2009.  So there has been no contract with CPMI since that August 24, 2014.  Also stated in Section 44 you may read below from a previous post is the clause requiring "at least a majority of the members in the case of a non-stock corporation" must approve a new management contract.  It is important to note that while Annual and Special Meetings of the Soho Central Condominium Corporation only allow those members (Unit Owners) to vote who are not delinquent in their dues and assessments, the Philippine Corporate Code makes no such restriction.  So all members (Unit Owners) delinquent or not are allowed the vote.  Additionally, the meeting must be "duly called for the purpose."  So does this mean an Annual Meeting may vote on the contract so long as it is stated or must there must be a separate meeting?  Of course the meeting may take place on the same day with all members allowed to vote.  Does anyone read this section differently?


What is the new Management Contract - January 1, 2015

It is assumed that a management contract was established in 2009 the year of turnover.  Since documents and records of the condominium corporation are not always available, the date of the contract is unknown.  Unless a new management contract is established according to the Philippine Corporate Code, is it to be assumed that no contract exists and Soho Central will be without a management operating under contract?

A vote for a management contract and period of management contracts up to five years

Was there a vote I am unaware of?  How is it that a contract is longer than five years given the Philippine Corporate Code Title IV Section 44?
...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 ... No management contract shall be entered into for a period longer than five years for any one term. ...


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)