New Management Company for Soho Central Condominium?

New Management Company for Soho Central Condominium?

Is there a new management company coming in March 2016 to replace Century Properties Management Inc (CPMI)? If so, what is the name of the incoming management company? When was a meeting of the Unit Owners ("members") conducted to have all members vote for any new contract for a management company?

Soho Central Condominium Corporation Management contract dated August 24, 2009

Soho Central Condominium Corporation Management contract dated August 24, 2009

The management contract had 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 Century Properties Management Inc. (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, delinquent or not, allowed to vote.  Does anyone read this section differently?

***

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. ...


http://www.chanrobles.com/legal5title4.htm#.VCyxso0cTmI


BATAS PAMBANSA BLG. 68
THE CORPORATION CODE OF THE PHILIPPINES

TITLE IV — POWERS OF CORPORATIONSSECTION 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)

Elevators: Failing continues as building rots from within

Elevators: Failing continues as building rots from within

It has not improved at Soho Central as the last Annual Meeting packet claimed. The elevators continue to fail as work is done and crappy restoration is made of the entrances that were demolished. Sorry to say, potential renters and buyers BEWARE.

How many incidents are not reported on this group list and the blog? I would think chances are the number is double since we do not happen upon the elevator problems 24 hours a day. I wrote the following in a text yesterday.

"PE1 and PE2 not working. PE3 was open at the lobby with buszzing sound and "G" in upper floor indicator light blinking. PE4 was working. PE5 I guess was working. The Service Elevator buttons after many minutes went out on the 21st floor. Of course only the down button lights so that must be used to judge both. Elevators packed and crowd in lobby."

This took place in the afternoon around 3PM.

Intercom

Intercom

The intercom system was written about in the past and letters were even sent to the supplier and manufacturer in an attempt to repair.  Of course, the system is still a problem with the intercom being out in at least part of the 21st floor and perhaps elsewhere.

This also brings up another task for the Task list being created for the first fully elected board.  There were systems or other parts of the building that were approved and signed for and a complete list with those as well as details as complete backup for a binder needs to be created for full transparency for Unit Owners ("members").  The elevators are an example of a system not transferred to the Soho Central Condominium Corporation. The intercom, I believe, has also not been transferred.  But the full and complete details for all these need examination and exposure.

Tasks

Tasks

These are among the tasks we expect the first elected Board of Directors to engage in and report on and to have open records for Unit Owners (“members”) as required in the corporate code. Please suggest additions.  Unit Owners (“members”) are to be allowed to witness all meetings.

* Audit accounting – as some posts have shown there are still old matters not understood and a review from a CPA on audited financial statements showed concern

* Examine all contracts – contracts for each service from the beginning to be copied and placed in a binder for easy access to Unit Owners

* Audit building construction

* Examine all unit files and list contents on sheet of paper as a log for each file

* Examine all corporate files and documents

* Examine all common areas of the building – this would include all cabinets, closets, rooms, etc.

* Copy all Board & Committee meeting minutes and resolutions for viewing in a binder

* Copy all Rules for viewing

* Audit all BIR matters such as VAT and official receipts from the beginning

* Examine and discuss daily, weekly, monthly and yearly cleaning needs

* Examine and discuss security, work done on CCTV and other security matters

* There were systems or other parts of the building that were approved and signed for and a complete list with those as well as details as complete backup for a binder needs to be created for full transparency for Unit Owners ("members").  The elevators are an example of a system not transferred to the Soho Central Condominium Corporation. The intercom, I believe, has also not been transferred.  But the full and complete details for all these need examination and exposure.

Legal Advice needed & IMPORTANT COMMENTS

IMPORTANT:  Please see two comments to this post when first published:  http://sohocentralcondominium.blogspot.com/2015/12/legal-advice-needed.html 

Here is a direct link opening the comments - http://sohocentralcondominium.blogspot.com/2015/12/legal-advice-needed.html?showComment=1451296773858#c1455972625247906248

Legal Advice needed

RE:  Second Amendment to the Soho Central Condominium Master Deed

Dear Lawyers,

We are unit owners at Soho Central Condominium in the area of Greenfield District in Mandaluyong.  While there had been rumors about connections being made to our building by breaching the walls to Twin Oaks condominium via some agreement in the past, no unit owner we know ever saw a copy of such an agreement or the Second Amendment to the Master Deed which we had to get copies since none were distributed.  

We only found out about the Second Amendment’s existence by a letter distributed to all mailboxes in the building regarding an Annotation to the Second Amendment this year.  You may view that letter at this link:

https://drive.google.com/file/d/0B0Sq5pyrVRznd3BraVBZUHp0TDg/view?usp=sharing 

We were never shown the second amendment prior to turnover and no unit owner since then was shown this document up until our discovery.  The lack of transparency for buyers and unit owners is now a concern for a document we view with sadness given that is was not shown or fully explained.

There was no mention at this year’s attempted Annual Meeting about this amendment even though someone on the Board must have known.

Was any buyer prior to turnover in 2009 told about or shown this second amendment?  We are not aware of any.

The following link is to the document obtained from HLURB with various papers.  There are also no reasons for approval by HLURB.  If that agency needs to approve, what are the reasons?

https://drive.google.com/file/d/0B0Sq5pyrVRznVFdfVUVCMUd1bUU/view?usp=sharing

There is mention of Annex A (land title) in the papers; that was not provided by HLURB and removed when making copies.  Here is that document - https://drive.google.com/file/d/0B0Sq5pyrVRznSjEzRlhWY0FvRlU/view?usp=sharing 

Turnover was in May/June 2009 and it took until November 7, 2012 for the transfer of title to take place.

Thank you for any advice.

Sincerely,
Unit Owner name(s)

2nd Amendment to the Master Deed

Again, why were buyers and owners of Soho Central in the past not made aware of the 2nd Amendment?  There is a problem here.

2nd Amendment to the Master Deed

Please review the past two posts on this very important issue that many Unit Owners may not fully know about if at all:

http://sohocentralcondominium.blogspot.com/2015/09/annotation-to-second-amendment.html

http://sohocentralcondominium.blogspot.com/2015/09/the-second-amendment-to-master-deed.html

Now I was sent this link about units available at Twin Oaks:

http://www.greenhuts.net/Mandaluyong/Metro_Manila/Homes/Soho_Grand_Central/Agent/Listing_77064913.html

You will note that mention is made about the interconnections.  First, this comment is made about Twin Oaks itself, "Twin Oaks Place East and West Towers are interconnected via 2nd and 3rd."  Well, there is no fully built East Tower and no connection seen hanging in the air waiting for a hookup.

Then the part that concerns Soho Central:  "Twin Oaks Place West Tower will be connected to SOHO Central Via ALL Podium levels 1st to 4th Basement levels."  I do not know when this was published to the website.

 

Call for 2016 Candidates for the Board of Directors

Call for 2016 Candidates for the Board of Directors

We need candidates who will be the first elected members of the Board of Directors by Unit Owners ("members").

We seek candidates for the 2016 Annual Meeting, called "regular meeting" in the law. Those of us who have been discussing the serious problems with the building seek Unit Owners ("members" of the condominium corporation under the law) who are full-time residents of the building. We seek those who will support and conduct open meetings of the Board and its committees so as to allow "members" to witness the meetings and to ask questions when appropriate in properly conducted meetings. We seek candidates who will first seek opinions at meetings prior to making major expenditures.

The commercial area has three reserved nominations as does the residential area. There is one additional seat for nomination by both. All residential Unit Owners and commercial unit owners cast their square-meter ballots for all candidates. No board member has ever been elected by the Unit Owners. Some may recall the only "regular meeting" in 2011 with a quorum where the election was never finalized. At that meeting some think there was a vote. Not according to the law and Master Deed as I read it. The meeting had the rule one vote per unit. That was not legal. That was further compounded by an acclamation to allow three candidates to be seated. How would one count the vote to see if there was even a majority. Anyway, the voting rule was illegal. Mixed-use buildings are to have votes by square meters owned.

We seek candidates who are aware of the serious situation of the building regarding its status, condition, etc. We seek candidates that know their rights as unit owners ("members"). We seek candidates using their honesty and sincerity dedicated to perform for the good of all "members."

A PROXY for the Annual Meeting on Friday, August 26, 2016 & REPRESENTATION

A PROXY for the Annual Meeting on Friday, August 26, 2016 & REPRESENTATION

(at ____ PM on the 4th Floor in the Function Room of Soho Central)

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.

(Click here for a .pdf of the pages below.)

SCCC By-Laws' Official Announcement - 2016 Annual Meeting

SCCC By-Laws' Official Announcement - 2016 Annual Meeting

The Annual Meeting will take place on Friday, August 26 for the 2016 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 4. Representation. – 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."

***

BATAS PAMBANSA BLG. 68
THE CORPORATION CODE OF THE PHILIPPINES

TITLE VI — MEETINGS

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) 

21st Floor Tiles Popping at Soho Central Condominium, Mandaluyong

21st Floor Tiles Popping at Soho Central Condominium, Mandaluyong, Metro Manila

Elevator lobby area tiles popping where work had been done on the elevators including demolishing the elevators entrances.

 

***

 

How to Lay Tile

Notice there are grooves in the mortar.  I do not see these in the tile that is removed on the 21st floor.  How was the building built?

http://www.lowes.com/projects/build-and-remodel/install-floor-tile/project

 

 



Resident's Lounge

Resident's Lounge

There seems to be a debate or question or proposal or something as to whether there is a Resident's Lounge in Soho Central. On page 6 of the Soho Central Resident's Handbook that has been around for several years, there is mention under Section 3 Facilities & Amenities - 4th Floor a "RESIDENT'S LOUNGE - Ideal for private meetings and reservation is on a first-come-first serve basis."

I thought I had seen and even been in the Resident's Lounge as it was so labeled with signage. Would anyone have a map as to where it is?

Elevators: Vandalized elevators

Elevators:  Vandalized elevator

A white graffiti marking has been made in Passenger Elevator 5 (PE5).  There have also been off and on three or four elevators running.

Elevators: Tiles in elevator lobby

Elevators: Tiles in elevator lobby

What concerns built and continue to deal with this building?  What a mess and it just gets worse. After the drilling and demolition, I could feel and hear certain tiles near the elevators when walking.  I ask that all Unit Owners step on every tile in their floors' lobbies to see if there are any movements or sounds.

The tiles near this make noise and move.  Our building seems to be rotting from the inside out. 

Elevators: UNACCEPTABLE ENTRANCES

Elevators:  UNACCEPTABLE  ENTRANCES

Yes, the restoration of the demolished elevator entrances to attempt to fix the elevators is unacceptable.  What a mess.  Just take a look and compare to those that had not been demolished.  The restoration work has been awful.

These are just of a few photos of the dozens that will be placed going from floor to floor.  Look at the 21st floor elevators entrances.

Elevators: PE2 stuck

Elevators: PE2 stuck

I was just told that at about 7:10PM this evening Passenger Elevator 2 was stuck. The lit sign above the elevator doors in the lobby had a dash (-) signal with the guard speaking to someone on the walkie-talkie with the other party saying it was normal or words to that effect. The elevators doors opened and a woman emerged who was angry stating she was stuck and then she left. There was also a line. That elevator was placed out of service.

What is written in this blog are only some of the elevator incidents and certainly not all. What this fraction is we cannot guess at since so much is kept from the Unit Owners. Transparency is not practiced.

Condo Units in Metro Manila

Condo Units in Metro Manila

While in the past I heard rumors that some sold units at a slight profit or around the amount purchased, many more were sold below what was paid for. I know many who buy units in the Philippines have realized the loss they purchased and the word has spread. How bad is it at Soho Central? The sales agents and ads for most developments were false. This is now talked about as the norm.

Elevators: Entrances' Restoration UNACCEPTABLE

Elevators: Entrances' Restoration UNACCEPTABLE

The restoration of the demolished elevator entrances has been horrible. The rotten and shoddy work cannot be approved. It bring downs the value of the building and its units. Photos have been taken and more will be taken. If the entrances were constructed as they were for turnover, there is no reason why they cannot be put back to that look and condition. They look awful after being restored. Of course, the terrible appearance of many floor tiles that were also damaged as well as paint staining the floors is awful. Why proper care and time was not taken is not known.

Elevators: PE1, PE2 and PE3 not rising or falling

Elevators: PE1, PE2 and PE3 not rising or falling

Yes, only three doing whatever they can today. We all did buy in a building with six elevators, right? They were all supposed to be operating safely since 2009, right? We have seen mechanical works and demolition and rotten restoration, right?

 

Hmm, we all did buy in a building with six elevators, right?

Elevators: PE3 and PE1 not operating yesterday, today who knows

Elevators: PE3 and PE1 not operating yesterday, today who knows

I have no idea how those currently running are functioning but given history as a lesson they will not run well and will fail. These elevators should be labeled BS1 through BS5 with the service elevator as the Joker. See, we all bought into crap. Sorry, but after five years of elevator problems along with other serious issues, this building can only be rated as a failed joke.