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.

Thursday, December 29, 2016

Acknowledgment a violation

DEMAND A PROVISIONAL RECEIPT WHEN PAYING DUES FOR DEPOSIT TO BPI ACCOUNT !!!


For all those given acknowledgements, file official complaints with the BIR. Let them know the condominium corporation management is accepting payments and not giving Provisional or Official Receipts.

Revenue District Office No. 41 - Mandaluyong
Office Address: Boni Avenue, Brgy. Malamig Beside Metrobank and infront of Caltex Station and Rizal Technical University (RTU)
Revenue District Officer: ARMANDO F. TRIA
e-mail: 
direct no.: 531-5199
Assistant Revenue District Officer:e-mail: 
direct no.: 531-06-63 / 532-5317 / 531-0337
Area of Jurisdiction:
Comprised of the whole area of Mandaluyong City

Tuesday, December 27, 2016

!!! CAUTION !!! DISCOUNTS ARE ONLY FOR PAYMENTS MADE TO BPI ACCOUNT

!!! CAUTION !!!  DISCOUNTS ARE ONLY FOR PAYMENTS MADE TO the BPI ACCOUNT

Do not deposit any checks to RCBC. That bank account from what I have been told is being controlled by GDC (Greenfield). They have no right to control the Residential Areas of the building according to the Master Deed. Further, only deposit checks to the BPI account. The BPI account has the discount !!! Make sure you make out the check to that account and make sure you get a receipt to that fact from those managing in the 4th Floor administration office. The Union Bank account is frozen and a part of the legal complaint now in court.

SOSAJB from my understanding is now aligned with and taking orders from Greenfield (GDC). There are those in the 4th Floor administration office, I have been told, are saying to deposit to RCBC. Please do not do that and make sure that your payments are deposited to the BPI account. See the details once again in the memo below. Make sure you have this confirmed in writing and perhaps bring a witness with you when talking to those in the admin office. YES, it is getting quite serious here.

Banks from my understanding
RCBC (Greenfield controls) - Union Bank (Frozen but will accept payments and not pay interest and will not allow withdrawals by Greenfield or SCCC or RAC. This bank account and the action of Union Bank are now a part of a court action.) - BPI (RAC controlled under the name of Buenhijo Diaz of the RAC to keep others from gaining access to its funds.)

OK, OK - IF YOU DO NOT WANT TO DEPOSIT TO BPI and wisely do not want Greenfield (GDC) to have access and control of your money via the RCBC account, then deposit to the Union Bank account. It is frozen to all parties. That account will NOT pay interest during this time to Soho Central Condominium Corporation (SCCC) and there is NO discount for advanced yearly payments. But remember, that account cannot pay the bills such as electric for the common areas, garbage collection, water via the main meter, etc.  Spread the word.

Frozen Union Bank account
All Unit Owners: Write to the Central Bank and ask them to investigate why Union Bank froze the account. Everyone call and write asking the Central Bank to fully investigate all matters in the handling of the account by Union Bank and if they followed the law & regulations.

BANKS
http://www.bsp.gov.ph/about/advocacies_fin_cam.asp 
Financial Consumer Protection Department
Central Supervisory Support Subsector
Supervision and Examination Sector
Bangko Sentral ng Pilipinas
5th floor Multi-Storey Building
BSP Complex, Ermita
1800 Manila
Telephone Numbers:
Trunk Line: (632) 524-7011, extension nos. 2584
Direct Line: (632) 523-3631
E-mail Address: consumeraffairs@bsp.gov.ph

***

Additional information for wiring. I do not know why this was not put on the memo.

Swift Code: BOPIPHMM
Bank Name: BPI FAMILY SAVINGS BANK
Bank Address: UNIT 6 LEVEL 1, SOHO CENTRAL, 748 SHAW BLVD., MANDALUYONG CITY 1550 PHILIPPINES

Remember to put your name and unit number in the bank form in "other information" or whatever the form calls it so your payment is identified.


Sunday, November 27, 2016

Philippine 50-year condominium clause


POTENTIAL & FORMER BUYERS & CURRENT OWNERS READ THIS!!!

Philippine 50-year condominium clause


Please see these past posts on the topic:

http://sohocentralcondominium.blogspot.com/2013/04/50-year-clause-or-old-age-decision.html


http://sohocentralcondominium.blogspot.com/2015/11/buyers-warning-warning-warning.html

Now this new article: http://www.manilatimes.net/owners-can-profit-end-condos-lifespan/297912/

Owners can profit from end of condo’s lifespan


BY BEN KRITZ, TMT on NOVEMBER 23, 2016 - REAL ESTATE AND PROPERTY
    
"ALTHOUGH the lifespan of a condominium unit is limited by law to only 50 years, there are a number of options that allow owners to profit from their investment at the end of a unit’s life, according to online listing service MyProperty.ph.

The main law governing the purchase, ownership, maintenance, transfer, and conveyance of condominium units in the Philippines is Republic Act 4726, also known as “The Condominium Act.” Under Section 2 of the Act, a condominium development (which may consist of one or more buildings) is defined as a “corporation.”
Corporations in the Philippines are governed by the Corporation Code of the Philippines, and in Section 11 of that law, it is stipulated that a corporation cannot exist for more than 50 years.

MyProperty.ph pointed out, however, that the 50-year lifespan of a condominium is as much a matter of practicality as it is legal restrictions. “Section 8c of RA 4726 actually notes that a condominium unit becomes ‘obsolete and uneconomical’ after an existence in excess of 50 years,” it said. “Experience would tell us that these are accurate descriptions of a condominium’s eventual outcome.” Wear and tear on the building and the units in it, as well as social, political, and economic changes that inevitably shift “prime areas” over time – reducing the condominium’s number one value driver, its location, MyProperty.ph said – all render a condominium unit obsolete after a long period of time.

“The limitation imposed by law is also the limitation imposed by reality,” MyProperty.ph said.

Options for owners

The property listing site said there are three main options for condominium owners once their project reaches the end of its corporate life.

The first option is for all the owners to share in the proceeds of the sale of the entire project, which must be done according to the provisions of Section 8 of RA 4726. Essentially, the share of the total sale price of each owner is proportional to his or her interest in the common areas of the project.

A second option, particularly if the building is in poor repair, is to demolish the building and sell the land where it stood. The proceeds of the sale would then be divided among the owners according to the value and number of units that they owned in the building.

Another option is to move for the construction of a new condominium building on the original property, either using the original developer or a new one. This would involve forming a new condominium corporation, which would then have a fresh 50-year legal life.

Despite the legal and practical oddities involved, MyProperty.ph stressed that purchasing a condominium is still a very good investment. “For a start, it tends to be less expensive than buying a house,” it pointed out. “And because condominiums are usually strategically located, they offer many conveniences like being near schools and malls, hospitals, and workplaces.” In addition, owners or the heirs can profit from the dissolution of the corporation and sale of the condominium property after 50 years, it added."

Wednesday, November 23, 2016

Government contact information

Government contact information

 
BANKS

http://www.bsp.gov.ph/about/advocacies_fin_cam.asp


Financial Consumer Protection Department
Central Supervisory Support Subsector
Supervision and Examination Sector
Bangko Sentral ng Pilipinas
5th floor Multi-Storey Building
BSP Complex, Ermita
1800 Manila
Telephone Numbers:
Trunk Line: (632) 524-7011, extension nos. 2584
Direct Line: (632) 523-3631
E-mail Address: consumeraffairs@bsp.gov.ph

SEC

Republic of the Philippines
Security and Exchange Commission
SEC Building, EDSA Greenhills
Mandaluyong, Metro Manila
632-584-0923
632-584-5293 (fax)

HLURB

Expanded National Capital Region
Regional Director
Housing and Land Use Regulatory Board
2nd Flr., HLURB Bldg., Kalayaan Ave., cor. Mayaman St.
Diliman, Quezon City
Tel. Nos. (632) 926-1061, 924-6658
E-mail: ebarrameda@hlurb.gov.ph
Other ENCR E-mails:
Technical: technical@hlurb.gov.ph
Monitoring: monitoring-adjudication@hlurb.gov.ph
Homeowners Association: ncrhoa@hlurb.gov.ph

Tuesday, November 22, 2016

Answers needed regarding 2nd Amendment


Answers needed regarding 2nd Amendment


Was there an investigation of the points brought up in the "Comments" section of this post below?  Full and complete answers are needed to ALL points made.

http://sohocentralcondominium.blogspot.com/2015/12/legal-advice-needed.html?showComment=1451296773858&m=1#c1455972625247906248

WHO ALLOWED THE CURRENT HOLES ALLOWING ACCESS TO TWIN OAKS?

UPDATE: We were told at the "Special Meeting" (11/18/16) no permission was given for the passages to Twin Oaks in the commercial areas. They went through the outer walls which are under the control of the Residential Areas without permission.

WHO ALLOWED THE CURRENT HOLES ALLOWING ACCESS TO TWIN OAKS?


This began a spiraling down of the building to accelerate.

2011 Annual Meeting Illegal Voting Procedure

2011 Annual Meeting Illegal Voting Procedure


The election had an illegal voting procedure compounded by an acclamation allowing three directors to be seated.

For those that had attended that meeting, recall that votes were based upon ONE VOTE PER UNIT.  This was contrary to the Master Deed and national rule that mixed-use buildings such as Soho Central are to have votes by AREA (SQUARE METERS) OWNED.  In addition, that meeting compounded the illegal voting procedure having a vote by acclamation not allowing for a count to determine majority.  Therefore, the three seats which were the only ones voted on at the meeting were given based upon an illegal voting procedure.  Those seats, it is believed, are still being held. 

See the Corporation Code of the Philippines, TITLE III
BOARD OF DIRECTORS/TRUSTEES/OFFICERS, Sec. 24. Election of directors or trustees. - http://www.chanrobles.com/legal5title3.htm#.WC_1OLJ97IV

Also see this scan of Official Ballots from 2011 and compare to 2016.  The 2011 election needs to declared null & void and reported to HLURB and the SEC.

Tuesday, August 30, 2016

Valle Verde vs Africa (Philippines Supreme Court Decision - 2009):  Holdover Directors Cannot Appoint New Directors


Directors under law only have terms for one (1) year.  If there is no election due to lack of quorum, sitting Directors have their terms end but their tenure on the Board continues.  But, they cannot appoint new Directors if there are vacancies.  Only the members may fill the seats through elections.  


(Click here for a .pdf of the decision.)
                                                 SECOND DIVISION
                                                                  
VALLE VERDE COUNTRY CLUB, INC., ERNESTO VILLALUNA, RAY GAMBOA, AMADO M. SANTIAGO, JR., FORTUNATO DEE, AUGUSTO SUNICO, VICTOR SALTA, FRANCISCO ORTIGAS III, ERIC ROXAS, in their capacities as members of the Board of Directors of Valle Verde Country Club, Inc., and JOSE RAMIREZ,
                                             Petitioners,
- versus -
VICTOR AFRICA,
                                         Respondent.
        G.R. No. 151969
        Present:
   QUISUMBING, J., Chairperson,
   CARPIO-MORALES,
   BRION,
        DEL CASTILLO, and
   ABADJJ.
        Promulgated:
     
                    September 4, 2009

x ---------------------------------------------------------------------------------------------- x

 

                                                  D E C I S I O N


 

BRION, J.:
In this petition for review on certiorari,[1] the parties raise a legal question on corporate governance: Can the members of a corporation’s board of directors elect another director to fill in a vacancy caused by the resignation of a hold-over director?
THE FACTUAL ANTECEDENTS
On February 27, 1996, during the Annual Stockholders’ Meeting of  petitioner Valle Verde Country Club, Inc. (VVCC), the following were elected as members of the VVCC Board of Directors: Ernesto Villaluna, Jaime C. Dinglasan (Dinglasan), Eduardo Makalintal (Makalintal), Francisco Ortigas III, Victor Salta, Amado M. Santiago, Jr., Fortunato Dee, Augusto Sunico, and Ray Gamboa.[2]  In the years 1997, 1998, 1999, 2000, and 2001, however, the requisite quorum for the holding of the stockholders’ meeting could not be obtained.  Consequently, the above-named directors continued to serve in the VVCC Board in a hold-over capacity.
On September 1, 1998, Dinglasan resigned from his position as member of the VVCC Board.  In a meeting held on October 6, 1998, the remaining directors, still constituting a quorum of VVCC’s nine-member board, elected Eric Roxas (Roxas) to fill in the vacancy created by the resignation of Dinglasan. 
A year later, or on November 10, 1998, Makalintal also resigned as member of the VVCC Board.  He was replaced by Jose Ramirez (Ramirez), who was elected by the remaining members of the VVCC Board on March 6, 2001.
Respondent Africa (Africa), a member of VVCC, questioned the election of Roxas and Ramirez as members of the VVCC Board with the Securities and Exchange Commission (SEC) and the Regional Trial Court (RTC), respectively.  The SEC case questioning the validity of Roxas’ appointment was docketed as SEC Case No. 01-99-6177.  The RTC case questioning the validity of Ramirez’ appointment was docketed as Civil Case No. 68726. 
In his nullification complaint[3] before the RTC, Africa alleged that the election of Roxas was contrary to Section 29, in relation to Section 23, of the Corporation Code of the Philippines (Corporation Code).  These provisions read:
Sec. 23. The board of directors or trustees. - Unless otherwise provided in this Code, the corporate powers of all corporations formed under this Code shall be exercised, all business conducted and all property of such corporations controlled and held by the board of directors or trustees to be elected from among the holders of stocks, or where there is no stock, from among the members of the corporation, who shall hold office for one (1) year until their successors are elected and qualified.
x x x x
Sec. 29. Vacancies in the office of director or trustee. - Any vacancy occurring in the board of directors or trustees other than by removal by the stockholders or members or by expiration of term, may be filled by the vote of at least a majority of the remaining directors or trustees, if still constituting a quorum; otherwise, said vacancies must be filled by the stockholders in a regular or special meeting called for that purpose. A director or trustee so elected to fill a vacancy shall be elected only for the unexpired term of his predecessor in office. xxx. [Emphasis supplied.]
Africa claimed that a year after Makalintal’s election as member of the VVCC Board in 1996, his [Makalintal’s] term – as well as those of the other members of the VVCC Board – should be considered to have already expired.  Thus, according to Africa, the resulting vacancy should have been filled by the stockholders in a regular or special meeting called for that purpose, and not by the remaining members of the VVCC Board, as was done in this case.   
Africa additionally contends that for the members to exercise the authority to fill in vacancies in the board of directors, Section 29 requires, among others, that there should be an unexpired term during which the successor-member shall serve.  Since Makalintal’s term had already expired with the lapse of the one-year term provided in Section 23, there is no more “unexpired term” during which Ramirez could serve.
          Through a partial decision[4] promulgated on January 23, 2002, the RTC ruled in favor of Africa and declared the election of Ramirez, as Makalintal’s replacement, to the VVCC Board as null and void. 
          Incidentally, the SEC issued a similar ruling on June 3, 2003, nullifying the election of Roxas as member of the VVCC Board, vice hold-over director Dinglasan.  While VVCC manifested its intent to appeal from the SEC’s ruling, no petition was actually filed with the Court of Appeals; thus, the appellate court considered the case closed and terminated and the SEC’s ruling final and executory.[5]   
THE PETITION
          VVCC now appeals to the Court to assail the RTC’s January 23, 2002 partial decision for being contrary to law and jurisprudence.  VVCC made a direct resort to the Court via a petition for review on certiorari, claiming that the sole issue in the present case involves a purely legal question.
As framed by VVCC, the issue for resolution is whether the remaining directors of the corporation’s Board, still constituting a quorum, can elect another director to fill in a vacancy caused by the resignation of a hold-over director. 
Citing law and jurisprudence, VVCC posits that the power to fill in a vacancy created by the resignation of a hold-over director is expressly granted to the remaining members of the corporation’s board of directors.  
Under the above-quoted Section 29 of the Corporation Code, a vacancy occurring in the board of directors caused by the expiration of a member’s term shall be filled by the corporation’s stockholders.  Correlating Section 29 with Section 23 of the same law, VVCC alleges that a member’s term shall be for one year and until his successor is elected and qualified; otherwise stated, a member’s term expires only when his successor to the Board is elected and qualified.  Thus, “until such time as [a successor is] elected or qualified in an annual election where a quorum is present,” VVCC contends that “the term of [a member] of the board of directors has yet not expired.”
As the vacancy in this case was caused by Makalintal’s resignation, not by the expiration of his term, VVCC insists that the board rightfully appointed Ramirez to fill in the vacancy. 
In support of its arguments, VVCC cites the Court’s ruling in the 1927 El Hogar[6] case which states:
Owing to the failure of a quorum at most of the general meetings since the respondent has been in existence, it has been the practice of the directors to fill in vacancies in the directorate by choosing suitable persons from among the stockholders.  This custom finds its sanction in Article 71 of the By-Laws, which reads as follows:
            Art. 71.  The directors shall elect from among the shareholders members to fill the vacancies that may occur in the board of directors until the election at the general meeting.
xxxx
Upon failure of a quorum at any annual meeting the directorate naturally holds over and continues to function until another directorate is chosen and qualified. Unless the law or the charter of a corporation expressly provides that an office shall become vacant at the expiration of the term of office for which the officer was elected, the general rule is to allow the officer to hold over until his successor is duly qualified. Mere failure of a corporation to elect officers does not terminate the terms of existing officers nor dissolve the corporation. The doctrine above stated finds expression in article 66 of the by-laws of the respondent which declares in so many words that directors shall hold office "for the term of one year or until their successors shall have been elected and taken possession of their offices." xxx.
It results that the practice of the directorate of filling vacancies by the action of the directors themselves is valid. Nor can any exception be taken to the personality of the individuals chosen by the directors to fill vacancies in the body. [Emphasis supplied.]
          Africa, in opposing VVCC’s contentions, raises the same arguments that he did before the trial court.
THE COURT’S RULING
We are not persuaded by VVCC’s arguments and, thus, find its petition unmeritorious.
To repeat, the issue for the Court to resolve is whether the remaining directors of a corporation’s Board, still constituting a quorum, can elect another director to fill in a vacancy caused by the resignation of a hold-over director.  The resolution of this legal issue is significantly hinged on the determination of what constitutes a director’s term of office. 
The holdover period is not part of the term of office of a member of the board of directors
The word “term” has acquired a definite meaning in jurisprudence.  In several cases, we have defined “term” as the time during which the officer may claim to hold the office as of rightand fixes the interval after which the several incumbents shall succeed one another.[7]  The term of office is not affected by the holdover.[8]  The term is fixed by statute and it does not change simply because the office may have become vacant, nor because the incumbent holds over in office beyond the end of the term due to the fact that a successor has not been elected and has failed to qualify.
Term is distinguished from tenure in that an officer’s “tenure” represents the term during which the incumbent actually holds office.  The tenure may be shorter (or, in case of holdover, longer) than the term for reasons within or beyond the power of the incumbent.
Based on the above discussion, when Section 23[9] of the Corporation Code declares that “the board of directors…shall hold office for one (1) year until their successors are elected and qualified,” we construe the provision to mean that the term of the members of the board of directors shall be only for one year; their term expires one year after election to the office.  The holdover period – that time from the lapse of one year from a member’s election to the Board and until his successor’s election and qualification – is not part of the director’s original term of office, nor is it a new term; the holdover period, however, constitutes part of his tenure.  Corollary, when an incumbent member of the board of directors continues to serve in a holdover capacity, it implies that the office has a fixed term, which has expired, and the incumbent is holding the succeeding term.[10]
          After the lapse of one year from his election as member of the VVCC Board in 1996, Makalintal’s term of office is deemed to have already expired.  That he continued to serve in the VVCC Board in a holdover capacity cannot be considered as extending his term.  To be precise, Makalintal’s term of office began in 1996 and expired in 1997, but, by virtue of the holdover doctrine in Section 23 of the Corporation Code, he continued to hold office until his resignation on November 10, 1998 This holdover period, however, is not to be considered as part of his term, which, as declared, had already expired.
With the expiration of Makalintal’s term of office, a vacancy resulted which, by the terms of Section 29[11] of the Corporation Code, must be filled by the stockholders of VVCC in a regular or special meeting called for the purpose.  To assume – as VVCC does – that the vacancy is caused by Makalintal’s resignation in 1998, not by the expiration of his term in 1997, is both illogical and unreasonable.  His resignation as a holdover director did not change the nature of the vacancy; the vacancy due to the expiration of Makalintal’s term had been created long before his resignation.  
The powers of the corporation’s board of directors emanate from its stockholders
          VVCC’s construction of Section 29 of the Corporation Code on the authority to fill up vacancies in the board of directors, in relation to Section 23 thereof, effectively weakens the stockholders’ power to participate in the corporate governance by electing their representatives to the board of directors.  The board of directors is the directing and controlling body of the corporation. It is a creation of the stockholders and derives its power to control and direct the affairs of the corporation from them. The board of directors, in drawing to themselves the powers of the corporation, occupies a position of trusteeship in relation to the stockholders, in the sense that the board should exercise not only care and diligence, but utmost good faith in the management of corporate affairs.[12] 
          The underlying policy of the Corporation Code is that the business and affairs of a corporation must be governed by a board of directors whose members have stood for election, and who have actually been elected by the stockholders, on an annual basis. Only in that way can the directors' continued accountability to shareholders, and the legitimacy of their decisions that bind the corporation's stockholders, be assured. The shareholder vote is critical to the theory that legitimizes the exercise of power by the directors or officers over properties that they do not own.[13]
          This theory of delegated power of the board of directors similarly explains why, under Section 29 of the Corporation Code, in cases where the vacancy in the corporation’s board of directors is caused not by the expiration of a member’s term, the successor “so elected to fill in a vacancy shall be elected only for the unexpired term of the his predecessor in office.”  The law has authorized the remaining members of the board to fill in a vacancy only in specified instances, so as not to retard or impair the corporation’s operations; yet, in recognition of the stockholders’ right to elect the members of the board, it limited the period during which the successor shall serve only to the “unexpired term of his predecessor in office.” 
         
While the Court in El Hogar approved of the practice of the directors to fill vacancies in the directorate, we point out that this ruling was made before the present Corporation Code was enacted[14] and before its Section 29 limited the instances when the remaining directors can fill in vacancies in the board, i.e., when the remaining directors still constitute a quorum and when the vacancy is caused for reasons other than by removal by the stockholders or by expiration of the term.
It also bears noting that the vacancy referred to in Section 29 contemplates a vacancy occurring within the director’s term of office. When a vacancy is created by the expiration of a term, logically, there is no more unexpired term to speak of.  Hence, Section 29 declares that it shall be the corporation’s stockholders who shall possess the authority to fill in a vacancy caused by the expiration of a member’s term. 
As correctly pointed out by the RTC, when remaining members of the VVCC Board elected Ramirez to replace Makalintal, there was no more unexpired term to speak of, as Makalintal’s one-year term had already expired.  Pursuant to law, the authority to fill in the vacancy caused by Makalintal’s leaving lies with the VVCC’s stockholders, not the remaining members of its board of directors.
WHEREFORE, we DENY the petitioners’ petition for review on certiorari, and AFFIRM the partial decision of the Regional Trial Court, Branch 152, Manila, promulgated on January 23, 2002, in Civil Case No. 68726. Costs against the petitioners.
SO ORDERED.
ARTURO D. BRION
Associate Justice
WE CONCUR:
LEONARDO A. QUISUMBING
Associate Justice
Chairperson
CONCHITA CARPIO MORALES
Associate Justice
MARIANO C. DEL CASTILLO
Associate Justice
ROBERTO A. ABAD
Associate Justice
ATTESTATION
          I attest that the conclusions in the above Decision had been reached in consultation before the case was assigned to the writer of the opinion of the Court’s Division.
                                                LEONARDO A. QUISUMBING
                                                            Associate Justice
                                                               Chairperson
                                           CERTIFICATION

Pursuant to Section 13, Article VIII of the Constitution, and the Division Chairperson’s Attestation, it is hereby certified that the conclusions in the above Decision were reached in consultation before the case was assigned to the writer of the opinion of the Court’s Division.

                                                         REYNATO S. PUNO
                                                               Chief Justice  



[1]  Filed under Rule 45 of the Rules of Court; rollo, pp. 11-23.
[2] Also co-petitioners of VVCC in the present petition.
[3] Africa’s complaint before the RTC was denominated as “Nullification of the ‘Election’ of a ‘New Regular/Hold-Over (?) Director’ and Damages”; rollo, pp. 31-46.
[4] Id., pp. 28-30.
[5] CA Resolution dated August 27, 2003id., p. 124.
[6] Government of the Philippine Islands v. El Hogar Filipino, 50 Phil. 399 (1927).
[7] See Topacio Nueno v. Angeles, 76 Phil. 12, 21-22 (1946); Alba v. Evangelista, 100 Phil. 683, 694 (1957); Paredes v. Abad, 155 Phil. 494 (1974); Aparri v. Court of Appeals, No. L-30057, January 31, 1984, 127 SCRA 231.
[8] Gaminde v. Commission on Audit, G.R. No. 140335, December 13, 2000, 347 SCRA 655.
[9]  The full text of which reads:
Sec. 23. The board of directors or trustees. - Unless otherwise provided in this Code, the corporate powers of all corporations formed under this Code shall be exercised, all business conducted and all property of such corporations controlled and held by the board of directors or trustees to be elected from among the holders of stocks, or where there is no stock, from among the members of the corporation, who shall hold office for one (1) year until their successors are elected and qualified.
Every director must own at least one (1) share of the capital stock of the corporation of which he is a director, which share shall stand in his name on the books of the corporation. Any director who ceases to be the owner of at least one (1) share of the capital stock of the corporation of which he is a director shall thereby cease to be a director. Trustees of non-stock corporations must be members thereof. A majority of the directors or trustees of all corporations organized under this Code must be residents of the Philippines.
[10]  Words & Phrases, Vol. 19, p. 576.
[11]  The full text of which reads:
Sec. 29. Vacancies in the office of director or trustee. - Any vacancy occurring in the board of directors or trustees other than by removal by the stockholders or members or by expiration of term, may be filled by the vote of at least a majority of the remaining directors or trustees, if still constituting a quorum; otherwise, said vacancies must be filled by the stockholders in a regular or special meeting called for that purpose. A director or trustee so elected to fill a vacancy shall be elected only or the unexpired term of his predecessor in office.
A directorship or trusteeship to be filled by reason of an increase in the number of directors or trustees shall be filled only by an election at a regular or at a special meeting of stockholders or members duly called for the purpose, or in the same meeting authorizing the increase of directors or trustees if so stated in the notice of the meeting.
[12]  Legarda  v.  La Previsora Filipina, 66 Phil. 173 (1938), citing Angeles v. Santos, 64 Phil. 697 (1937).
[13] Comac Partners, L.P., et al., v. Ghaznavi, et al., Del. Ch., 793 A.2d 372 (2001), citing Bentas v. Haseotes, Del. Ch., 769 A.2d 70, 76 (2000) and Blasius Indus., Inc. v. Atlas Corp., Del. Ch., 564 A.2d 651, 659 (1988).
[14]  The Corporation Code or Batas Pambansa Blg. 68 was enacted on May 1, 1980.

Wednesday, August 3, 2016

Hey, Don't You All Just Love all the work and memos

Hey, Don't You All Just Love all the work and memos


Now, is it just my imagination or does not increased cleaning and memos and inspections of this and that, etc. take place each and every year prior to the "Regular" (Annual) meeting? Seems that this pattern keeps repeating just before the meeting. I wonder why? Is my yearly observation is correct? Ask all other Unit Owners you know if they have observed this, too. Also, remember to tell them to vote NO to all acts of the Board since turnover in 2009 until we get a fully elected board based upon the rules in the By-Laws, Master Deed and laws.

Form Demanding Personal Information by Management

Form Demanding Personal Information by Management


Is this an invasion of privacy? There are two photos, the second to capture the bottom of this legal size form.