Yangson v. Daga-as

[SEC-AC NO. 265. October 17, 1990.] ARTHUR YANGSON, ET AL. , petitioners-appellees , vs . DIOSDADO DAGA-AS, ET AL. , respondents-appellants . R E S O L U T I O N Before this Commission en banc is a motion for Reconsideration filed by the respondents-appellants seeking to set aside the April 18, 1990 Order of this Commission in the above-entitled case. The motion is premised on the allegation that the cancellation of membership of the petitioners was not subjective in that despite non-payment of dues, the 37 other members whose membership were not cancelled nevertheless attended regular meetings/important activities of the association while the 96 members expelled therefrom including the petitioners-appellees, not only did not pay their dues but also failed to attend such meetings. Their ouster or removal from the roster of members is thus valid and, consequently, the election of 1988 electing respondents-appellants, now movants, as directors and officers should likewise be valid because the petitioners-appellees were no longer members of IMCA and were thus not required to be notified of the said election. The arguments advanced by the movants deserve scant consideration. While it may be true that some or even most of the 96 members expelled from the association did not attend important meetings and activities of IMCA rendering valid their ouster as such members pursuant to Article IX, Section 3 of the by-laws of the association, it has been established that at least the petitioners-appellees have always been attending meetings and important activities of the association from January 1987 until their expulsion in November of that same year. (see T.S.N., August 16, 1988, p. 31) Such being the case, the removal of the herein oppositors should have been carried out not under Section 3 of Article IX but rather Section 3 of Article IV of the association's by-laws. In short, the removal/ouster of the appellees is not valid and without force and effect thereby also resulting to the invalidity of the election of the appellants in 1988. This is so because the said appellees were not notified nor allowed to participate in the said election and it has been ruled, and we so rule again, that "if a meeting is improperly called, as when no noticed or a deficient notice is given, or when it is improperly held, . . ., the meeting would, as a rule, be void and any matter taken up therein would be voidable at the instance of an absent or objecting stockholder/member", (see Campus, Corporation Code: Comments, Notes and Cases, 1981 ed., p. 284 citing Johnston v. Johnston) and that the members cannot be deprived of their right to vote nor may it be substantially impaired without their consent. (5 Fletcher, 1976, ed., p. 116) LexLib WHEREFORE, premises considered, this Motion for Reconsideration should be, as it is HEREBY DENIED. SO ORDERED. (SGD.) ROSARIO N. LOPEZ Chairman (SGD.) GONZALO T. SANTOS, JR. (SGD.) RODOLFO L. SAMARISTA Associate Commissioner Associate Commissioner (SGD.) ARMANDO Z. GONZALES (SGD.) MERLE O. MANUEL Associate Commissioner Associate Commissioner