Ms. Rosevelinda E. Calingasan et al.

May 14, 1993 Ms. Rosevelinda E. Calingasan et al. PSM Subdivision Brgy. San Lucas I, San Pablo City M a d a m : This refers to your letter of May 3, 1993 requesting advice on the proper steps to be taken on the alleged failure to call an annual stockholders meeting by the remaining stockholders of PSM Development Corporation after the death of the majority stockholder. LibLex It is well settled that on the death of a shareholder, his executor or administrator duly appointed by the Court, becomes vested with the legal title of the stock and entitled to vote the same at all meetings and that until a settlement and division of the estate is effected, the stock of the descendent belongs to said administrator or executor as his personal representative. This rule is true even if the shares stand in the books of the corporation in the name of the deceased, or without a formal transfer of the stock in the books of the corporation. Section 55 of the Corporation Code provides in part: "Executors, administrators, receivers, and other legal representatives duly appointed by the Court may attend and vote in behalf of the stockholders or members without need of any written proxy" Thus, the duly appointed administrator of the deceased stockholder, being vested with the legal title of the stock owned by a deceased person, may invoke Section 50 of the Corporation Code quoted hereunder. SECTION 50. Regular and special meetings of stockholders or members . xxx xxx xxx Whenever, for any cause, there is no person authorized to call a meeting, the Securities and Exchange Commission, upon petition of a stockholder or member, and on the showing of good cause therefore, may issue an order to the petitioning stockholder or member directing him to call a meeting of the corporation by giving proper notice required by this Code or by the by-laws. The petitioning stockholder or member shall preside thereat until at least a majority of the shareholders or members present have chosen one of their number as presiding officer." Pursuant to the above provision, in the event the person authorized under the by-laws fails or refuses to call a meeting, any interested stockholder, including the administrator of the shares of the deceased stockholder, may file a formal complaint with the Securities Investigation and Clearing Department of the Commission in accordance with P.D. 902-A, as amended and Revised Rules of Procedure of the SEC . Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman