Engr. Tirso S. De La Cruz

December 13, 2000 ENGR. TIRSO S. DE LA CRUZ Subdivision Manager Prominence Condominium Association Inc., Brentville International, Mamplasan, Bian, Laguna S i r : This has reference to your letter dated June 22, 2000 informing this Office on the postponement of the annual meeting of the aforenamed corporation set on the aforestated date. cDEHIC In this connection, please be advised that it is the basic rule in corporate practice that if the regular meeting has not been held or postponed to an indefinite date, the annual meeting should be immediately set within a reasonable period of time from the regular scheduled date of meeting provided for in the corporation's by-laws. This premise is anchored on the hereunder quoted pronouncements: As earlier discussed under Section 47 of this text, stockholders'/members' meetings should be held at the appointed time, or if not so held, at a reasonable time thereafter . To avoid violation of the Corporation Code and penalties thereon as imposed by the SEC, corporations usually request said government agency postponement of the date of their annual meeting to a later date, giving valid reasons therefore . When an annual meeting date has passed without a meeting or election, it has been held that a call is required for a meeting to be held on a later date in lieu thereof, and it becomes the duty of the directors or responsible officers, within a reasonable time thereafter, to call a meeting . (Lopez, The Corporation Code, Annotated, Vol . 2, p . 701) . This Office takes note of the fact that the regular meeting of the association shall be set as soon as the board has found the best suitable time to hold the same and that proper notice in advance of the scheduled meeting shall be sent to the Commission. It appears, however, that almost six (6) months had elapsed and the intended meeting has not as yet been scheduled. SaTAED In view thereof, the officers and directors of the condominium association are hereby advised to set the annual meeting the soonest time possible. Very truly yours, BENITO A. CATARAN Officer-in-Charge, CRMD