In the Matter of Rotary Club of Manila Metro Foundation, Inc.

January 30, 2009 SEC EN BANC CASE NO. 11-08-0558 IN THE MATTER OF ROTARY CLUB OF MANILA METRO FOUNDATION, INC. SEC REGISTRATION NO. A199602709 FOR : Setting Aside the Order of Revocation of the Certificate of Registration O R D E R Petitioner, ROTARY CLUB OF MANILA METRO FOUNDATION, INC. is a stock corporation registered with the Commission on 18 July 1996, under SEC Registration No. A199602709, with principal office address at ALBEDA Building, 908 6 B Espleta cor. T. Alonzo, Sta. Cruz, Manila, organized to engage or assist in charitable, livelihood, health, cultural, scientific, social and civic purposes, as stated in its Articles of Incorporation. EcTCAD On 15 March 2004, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated 10 February 2004, published on 14 February 2004 in the Philippine Daily Inquirer, for non-filing of reports. Petitioner now prays for the setting aside of the said Order of Revocation dated 10 February 2004, on the following grounds: 1. that Petitioner's failure to file its reports was merely due to inadvertence; 2. that Petitioner is actually existing and operational; 3. that Petitioner intends to continue serving the less fortunate communities in the Philippines and that it has no intention to violate the law and any SEC rules and regulations; and 4. that Petitioner shall henceforth submit its reports. In support of its Petition, Petitioner submitted the following documents: * 1. Trustees' Certificate dated 28 October 2008, certifying that at the regular meeting of the members and the Board of Trustees on 10 February 2008, at which a quorum was present, the resolution allowing the filing of Petition to Set Aside Order of Revocation was approved; 2. Photocopy of minutes of the special meeting dated 28 October 2008, signed by the Carlos J. Chianpian, President and majority of the Board of Trustees; 3. Photocopy of 2007 Annual Income Tax Return received by the Bureau of Internal Revenue of Sta. Cruz, Manila on 26 March 2008. 4. Memorandum of Agreement with the Ospital ng Maynila Medical Center, signed on 22 February 2008, for the turnover to the Second Party, the possession, control and operation of the Surgery Intensive Care Unit (SICU) medical equipments; 5. Memorandum of Agreement with the SANAMA, INC. of Naujan, Oriental Mindoro signed on 20 November 2007, for the turnover to the Second Party, the possession, control and operation of the water system; and SEIcAD 6. Memorandum of Agreement with the Department of Education, Imus, Cavite signed on 10 November 2006, for the turnover to the Second Party, the possession, control and operation of the computer units. Petitioner submitted its 2008 General Information Sheet and 2007 Financial Statements to prove its intention to continue its registration with the Commission. It commits to immediately pay the fines as due. On 21 November 2008, Petitioner paid the fine of Php11,250.00 under O.R. No. 0233317, for non-filing/registration of the following, on the years indicated hereunder: NOT FILED FILED LATE General Information Sheet 1997-2007 2008 Financial Statements 1997-2006 Membership Book Registered Late WHEREFORE, Petitioner's allegation that its failure to file its reports was merely due to inadvertence is without merit considering that Section 141 of the Corporation Code of the Philippines requires corporations to submit an annual report of its operations and such other requirements as the Commission may require. The corporation is bound by the said provision of the law and it cannot claim ignorance nor inadvertence as excuse from compliance therewith. However, finding the submitted documents sufficient to establish Petitioner's intent to continue as a juridical entity, the Order of the Commission dated 10 February 2004, revoking the Certificate of Registration of ROTARY CLUB OF MANILA METRO FOUNDATION, INC., is hereby SET ASIDE. Further, Petitioner is hereby directed to submit its 2008 Mayor's Permit 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. SO ORDERED. Mandaluyong City, January 30, 2009. (SGD.) FE B. BARIN Chairperson (SGD.) MA. JUANITA E. CUETO Commissioner on leave JESUS ENRIQUE G. MARTINEZ Commissioner (SGD.) RAUL J. PALABRICA Commissioner (SGD.) THADDEUS E. VENTURANZA Commissioner Footnotes * Photocopies are faithful reproductions of the originals of the documents. ScTaEA