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.