Fliers being handed out on Soho Central Condominium Corporation (SCCC) property

Fliers being handed out on Soho Central Condominium Corporation (SCCC) property

You may have noticed fliers on the Mayflower Street side being handed out by Greenfield salespeople for their projects. I asked at the fourth floor if there was an application form or charge of some kind. They said no. Greenfield was simply given permission. I asked how other Unit Owners, since Greenfield is a unit owner, too, may hand out fliers. They said to submit a request.

I would suggest, given the antagonistic relationship of the Board and management to Residential Unit Owners, that those wishing to also have their fliers for their concerns handed out that they have their lawyers make the request.

Call for 2017 Candidates for the Board of Directors

Call for 2017 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") at an Annual Meeting ("regular meeting" in law).

We seek candidates for the 2017 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 at an Annual Meeting as defined. 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."

Legal Advice needed & IMPORTANT COMMENTS

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)

Post form the past: THE Second Amendment to the Master Deed?

THE Second Amendment to the Master Deed?

Unlike the letter which was seemingly required for the Annotation you may read in a previous posting, there was no letter and no mention at the Annual Meeting about this amendment, too.

Was any buyer prior to turnover in 2009 told about this second amendment?

If requesting copies of the Master Deed, as Armando Ang author of Guide to Homeownership recommends, would anyone have been given a copy up until recently?  Would anyone have been told about this matter?

Were all buyers unknowing prior to turnover in 2009 of this amendment allowing changes to the building?

In the following link to the document obtained from HLURB with various papers, is there any notation someone might see as to 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 in the link to the papers; that was not provided by HLURB and removed when making copies.  Here is that document- http://sohocentralcondominium.blogspot.com/2015/04/land-title.html

THE Second Amendment for all now to see:

Post from the past: Annotation to a Second Amendment?

Annotation to a Second Amendment?

For those who are not in the area and who may not have been informed as to what you might find in your mailboxes, the following letter was noted in mailboxes sent via the post office in the first half of August 2015.  One of ours has August 11 2015 as the date registered.  The letter is dated August 05, 2015.  We are investigating to find out what this has to do with though I think it has something to do with the land title which I had written about in the past if you recall - http://sohocentralcondominium.blogspot.com/2015/04/land-title.html

But, there is also mention of the second amendment again which was written about in the past - http://sohocentralcondominium.blogspot.com/2014/05/holes-in-walls.html

There was nothing about this mentioned at the attempted Annual (called "regular" in the law) Meeting. Why? Lack of transparency is a serious flaw.

Condominium Act as amended by Republic Act 7899- http://hlurb.gov.ph/wp-content/uploads/laws-issuances/mandates/RA_4726.pdf

Post from the past: Management contracts

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)

Post from the past: SURPRISE: New property management company?

Sunday, March 13, 2016

SURPRISE: New property management company?

SURPRISE: New property management company?

The following is a text by a broker finishing up law school who has been involved with a condominium building dispute. Not having a contract approved by the members was part of the injunction gotten by them in court. I also find the return of money comment very interesting.

"Condocorp CANNOT get mgmt company W/O vote of MAJORITY. Thats clear english in condocode/masterlist. Any appointment not voted by maj, invalid. Officers appointing such mgmt will be liable to return money of corp. If there is a need to get propmgmt, there should be a special meeting attended by majority, present the diff propmanagement offers, then vote on who."

So who will end up paying for this service contrary to the code? A new management company working for Soho Central Condominium Corporation and the Unit Owners ("members") did not vote since no Special Meeting was called. This would seem to violate the corporation code.

Previous post on management - http://sohocentralcondominium.blogspot.com/2016/02/soho-central-condominium-corporation.html