Commercial Credit Corporation
SEC Opinion • Securities and Exchange Commission • Opinions • Nov 4, 1982
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November 4, 1982 Commercial Credit Corporation 2nd Floor Midland Buendia Bldg., 403 Buendia Avenue Extension Makati, Metro Manila Attention : Atty . Generoso Villanueva Sir : This has reference to your letter dated September 10, 1982, requesting this Commission for the holding in abeyance of the formal election of a new Board of Directors due to developments in your impending conclusion of a rehabilitation program through the aid of Philippine Veterans Bank and Central Bank wherein the current Board may be held responsible for certain commitments therefor. Anent thereto, please be informed that this Commission in a similar query, has ruled that "the Board of Directors cannot change the date of the annual meeting prescribed in the by-laws of the corporation so as to lengthen their term of office unless the reason is justifiable and proper notice of the postponement is given to the members." "An annual meeting, required and stated for each year, cannot be dispensed with by the corporate officer and the directors cannot, by a by-laws or otherwise, so change the time of the annual election, so as to continue themselves in office for more than year. . ." ( Ltr. to the Board of Directors, Philippine Government Retired Employees Association, Inc. (PGREA) dtd. January 5, 1981 citing 5 Fletcher Cyc. Corp. Sec. 200 a p. 22) Considering the aforementioned ground for postponement, this Commission believes that the same appears to be justifiable and hereby grants the name. However, it is advised that the annual meeting be called at the soonest possible time. Please be guided accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner
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