The records ... shall be open to inspection

The records ... shall be open to inspection

I was once again told about something I do not understand when I read the following as may be seen the Philippine Corporate Code Title VIII Section 74:

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.



http://www.chanrobles.com/legal5title8.htm#.UvS33zZWHmI

 

TITLE VIII

CORPORATE BOOKS AND RECORDS 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.)

Elevators

Elevators

I was told of someone complaining about the elevators at various websites then having another person follow writing that they are working.  I was just told by someone else they believe they know who it is.  Well, no matter all the writing and talk, Soho Central Condominium does not have six (6) elevators in the residential areas working.  We also do not have inspection notices in those that are functioning.

Please do not believe me, send someone here to experience it for themselves.  We also do not feel perfectly safe in those that are working given noises when they are in operation and the service elevator makes noise and slight movement when the doors open.  What is that all about?

Are there any government inspectors in the Philippines that can fully and completely examine these elevators and explain what is going on?  We have been told that there is a report from a private company but it has not been shown to the Unit Owners.

The Duster Problem

The Duster Problem

Just after writing about the bugs and sweeping, I went out and then saw someone adding to the balcony problem.  Of course there is all the other garbage people throw from their balconies with the duster problem being the smallest of debris adding to the mix.  I feel for the largest balconies on the 4th floor of the Mayflower Tower being catch basins of garbage that cannot be used for fear of falling objects from above.  This is a problem still not solved, I believe.

Shaking the dust from your balcony is rude & inconsiderate for the other units and the general environment about the ground below.  I believe it is also against the rules.

Here is a suggestion, for small particles caught up in whatever duster you may use gently rub them off into that waste basket/can you should have in your unit.  For the general dust, washing off the duster will only add debris to the kitchen grease trap so best not to do it there.  You may shake off the duster behind a drawn curtain in the shower with all such matter then being washed down the drain at shower time.

Yes, there is no good way to deal with the dust since there is not a personal yard area to shake the duster.  The shower seems to be the only solution since many dusters cannot be washed and letting all the duster debris fall to the other balconies is rude & inconsiderate and to the ground is also not good especially for the pool.

Bugs and Sweeping

Bugs and Sweeping

Do all Unit Owners explain what needs to be done and check their units on a regular basis when rented?  Do Unit Owners who do not live here full time and do not rent the unit(s) make sure that their unit(s) are not only secure (locks, window, electric, water) but clean and all food not left for bugs?

I have written about these issues before but we still see bugs and most of the time can point to the unit(s).  I know a unit on one floor with bugs is rented and another I am not sure if rented or occupied at this time.  Down the hall another unit has someone, I believe, is a renter sweeping out into the hall last night.

To prevent bugs, keeping the unit very clean with all foodstuffs placed in sealed containers or the refrigerator is essential.  To clean the floors, it may first be necessary to wash with a damp mop or cloth.  Then I would suggest cleaning the floors again with rubbing alcohol using paper towels.  This not only cleans very well but removes bug trails and disinfects.  Doing these things will also help to decrease the amount of insecticides lowering the toxins in the building.

Oh, as for prevention of bugs in addition to the above, place several drops of peppermint essential oil in a water sprayer.  Most bugs hate the scent of peppermint.  Another idea would be to get an aromatherapy device placing the drops in the water.  Once a week should be sufficient if all the above is also done.  This will also help to keep the bugs from units that are infested not venturing into yours looking for sustenance.

As for the dust, dirt, grit, hair and other debris on the floor, sweeping into the halls does not solve the problem.  It will come back into the unit and it is also against the rules of the building.  I would suggest getting whatever broom you may use and placing the debris in a pan and then into a waste basket/can for proper disposal.

Fire Drill

Fire Drill

On Saturday, October 11, 2014 at 9AM there will be a fire drill. The building has not had one for several years with excuses being given in one year after a delay and then nothing. For all those that will be here and for those not here but with possible representatives present in your place, tell the government authorities here that day about the elevators and other safety and building structural problems and concerns. For those that know people in the media, tell them to be here that day. Let them know that complaints have been made for several years with no action being taken. Tell them that all we get are words and no actions to solve the problems. Let your voices be heard.

Soho Central Elevators Joke

Soho Central Elevators Joke

I now hear down the hall something going on in the elevator lobby area of this floor.  What should I or anyone think about this?  Many of the original buyers had turnover of their units in 2009.  There were five (5) passenger elevators and one (1) service elevator.  What did we end up with?  A joke?

Words are BS, Actions Count.  In the ads and other information regarding the building we all read and heard words.  Words are BS.  The action of the building demonstrates the reality we have suffered with since 2009.  The numerous problems with the elevators have involved danger.  I as many others experienced drops in the elevator cars.  Mine were slight while others experienced drops of many floors.  I once almost fell on my face when the elevator car did not match the floor outside and my foot hit the elevator shaft wall when I left it.  Again, this was minor since I did not hit the floor as compared to others who have been trapped in the elevators which stopped and doors would not open.

Where is the media to report and the government to help and save us?

This is not the only problem with Soho Central Condominium and all the issues will be posted and discussed.

The Decrepit Elevators at Soho Central

The Decrepit Elevators at Soho Central

I was going to write about the deteriorating elevator situation; but after being told that writings elsewhere on the web speak of improvement, I had to write this as soon as possible.  My question is, in what universe are the elevators improving?  In this universe I experience the sky as blue.  Is it the same color for the other one?

Just prior to the Annual Meeting in August and the announcement of legal action, work was being done to get them all operating.  Well, that was a fiction in progress.  Additionally, though they may have been functioning it was not well and there was no inspection that I am aware of certifying the mechanics and safety.  Also, the work done on the entrances is atrocious.

We are now down to two passenger elevators and the service elevator.  The service elevator is an interesting ride others should experience and comment on for all to know.

The lines in the lobby are back and the wait time on the upper floors is to plan one's day around.  So here are some suggestions for things to do while waiting.  Please feel free to add to this list.

1.  Write a novel.
2.  Experiment on how long not to talk on your cell phone.
3.  Read the newspaper for bigger, better, cheaper condo units for rent.
4.  Write up a list for legal resources to search and lawyers to contact.
5.  Order and have lunch.
6.  Buy ice cream and see if it melts before reaching your unit.
7.  Play a full game of mahjong.
8.  Have a massage to relax.
9.  Watch The Godfather parts I and II though skip III not worth it.
10.  Stretching exercises to prepare for walking up and down the stairs when all elevators fail to operate.
11.  Write a book on your full experience and advice on buying or renting a condominium unit.