In re Philippine Society for Non-destructive Testing, Inc.

December 24, 2008 SEC EN BANC CASE NO. 10-08-0537 IN THE MATTER OF PHILIPPINE SOCIETY FOR NON-DESTRUCTIVE TESTING, INC. SEC REGISTRATION NO. 0000095346 FOR : Setting Aside Order of Revocation of Certificate of Registration O R D E R Petitioner, PHILIPPINE SOCIETY FOR NON-DESTRUCTIVE TESTING, INC., is a non-stock corporation registered with the Commission on October 03, 1980 under SEC Registration No. 0000095346, with principal office address at Philippine Atomic Energy Commission Building, Don Mariano Marcos Avenue, Diliman, Quezon City, organized for the advancement of scientific, engineering and technical knowledge in the field of non-destructive testing, as stated in its Articles of Incorporation. On August 11, 2003, its Certificate of Registration was revoked by virtue of SEC Order dated July 08, 2003 which was published on July 11, 2003 in the Philippine Daily Inquirer, for non-filing of reports. Petitioner now prays for the setting aside of the Order of Revocation dated July 08, 2003, on the following grounds: 1. that Petitioner did not receive notice of impending revocation of its Certificate of Registration; 2. that Petitioner has an existing Memorandum of Agreement with the Philippine Nuclear Institute and linkage with government agencies in regularly holding of seminars, workshops and training courses in Non-Destructive Testing (NDT) since 1986; and 3. that it has no intention to violate the law and the Commission's rules and regulations. In support of its Petition, Petitioner submitted the following documents: 1 1. Copy of Certification by Philippine National Certifying Body for Non-destructive Testing (PHIL-NCB) dated October 07, 2008, recognizing the Petitioner as the only organization of NDT practitioners in the country; 2. Copy of Certification by Philippine Nuclear Research Institute (PNR) dated September 15, 2008, certifying Petitioner's affiliation with it; 3. Copy of Resolution No. PSNT-04-2008, dated July 18, 2008, on the meeting of the trustees held on the same date, at Commonwealth Avenue, Diliman, Quezon City at which a quorum was present, approving the filing of Petition to Set Aside the Order of Revocation; 4. Copy of Summary of Minutes of Meeting for the year 2007; 5. Photocopy of Memorandum of Agreement dated February 06, 2006, with Philippine Nuclear Research Institute, for the latter to facilitate the conduct of training courses, improvement of non-destructive training syllabi, lectures and training manuals; and 6. Copy of List of Affiliates of the Petitioner. Petitioner submitted its 2008 General Information Sheet and 2007 Financial Statements to prove its intention to continue its registration with the Commission. Petitioner also manifested that it has no intention to violate the law and commits to immediately pay the fine as due. EHTADa Upon evaluation of the submitted documents vis--vis the records on file with the Commission, it appears that the Petitioner violated Section 16 of the Corporation Code of the Philippines (the Code) by effecting a change in the number of trustees (eleven [11] as stated in its 2008 GIS) without properly amending its Articles of Incorporation (which states eight [8]). Thus, a fine of PhP10,000.00 2 was imposed on the Petitioner, pursuant to Section 144 of the Code. On October 14, 2008, the Petitioner paid the fine of PhP65,500.00 under O.R. No. 0219676, for non/late filing of the following, on the years indicated hereunder: REQUIREMENTS NOT FILED FILED LATE General Information Sheet 1996-2007 2008 Financial Statements 1996-2006 2007 Membership Book Registered Late WHEREFORE, Petitioner's allegation that it did not receive notice of its impending revocation is unmeritorious, considering that the Order dated July 08, 2003 published in the Philippine Daily Inquirer on July 11, 2003, also constitutes notice for the revocation of its Certificate of Registration. Pursuant to SEC Memorandum Circular No. 4 Series of 2003, which states that in cases where the Commission may deem practicable considering the great number or unknown addresses of corporations involved, the show cause order shall be published once in a newspaper of general circulation. Publication in a newspaper of general circulation is sufficient notice for the corporations concerned. CDHaET However, finding the submitted documents sufficient to establish that Petitioner have n been operating despite non-filing of reports and its intent to continue as a juridical entity, the Order of the Commission dated July 08, 2003, revoking the Certificate of Registration of PHILIPPINE SOCIETY FOR NON-DESTRUCTIVE TESTING, INC., is hereby SET ASIDE. Further, Petitioner is hereby directed to file its application for the amendments of its Articles of Incorporation (changing the number of trustees from eight [8] to eleven [11]) within thirty (30) days from date of receipt hereof. Failure on the part of the petitioner to comply with the directive shall cause the recall of this Order. aDTSHc SO ORDERED. Mandaluyong City, December 24, 2008. (SGD.) FE B. BARIN Chairperson (SGD.) MA. JUANITA E. CUETO Commissioner (SGD.) JESUS ENRIQUE G. MARTINEZ Commissioner (SGD.) RAUL J. PALABRICA Commissioner (SGD.) THADDEUS E. VENTURANZA Commissioner Footnotes 1. Photocopies are faithful reproductions of the originals of the documents. DaACIH 2. Included in the OR. n Note from the Publisher: Copied verbatim from the official document.