Mr. Romeo N. Abon, Sr.

March 21, 1996 Mr. Romeo N. Abon, Sr. Villarosa, Bagabag, Nueva Vizcaya S i r : This refers to your letter dated February 26, 1996 which was received by the Corporate and Legal Department only on March 20, 1996, requesting advise on the proper procedure to be followed so the your association which was registered only on January 4, 1996, can push through with its intention to change its incorporating Directors/Officers. prcd The Corporation Code provides: "SECTION 14. Contents of articles of incorporation . All corporations organized under this Code shall file with the Securities and Exchange Commission articles of incorporation in any of the official languages, duly signed and acknowledged by all of the incorporators, containing substantially the following matters, except as otherwise prescribed by this Code or by special law: xxx xxx xxx 7. The names, nationalities and residences of the persons who shall acts as directors or trustees until the FIRST REGULAR DIRECTORS or trustees are duly elected and qualified in accordance with this Code: ..."(Emphasis provided) The above provision is explicit that the " incorporating directors " shall only acts as directors until the first " regular directors " are duly elected and qualified in accordance with the provision of the Corporation Code .Hence, after registration with the SEC, the corporation should call an organizational meeting to elect the " regular Board and Officers " in the manner prescribed by under Sections 24 and 25 of the Corporation Code, the date to be determined by the incorporating directors. Thereafter, the regular directors shall be elected annually on the date fixed by the corporate by-laws If there is no person authorized to call a meeting or in the event the person authorized in the by-laws to call a meeting fails or refuses to call a meeting for the purpose, any interested member of the association may, pursuant to the following provision of the Corporation Code and P.D. 902-A, as amended petition the SEC to authorize him to call a meeting or compel the officers of the corporation to call a meeting under the supervision of the Commission: llcd "Where, 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 therefor, 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 stockholders or members present have chosen one of their number as presiding officer."(SECTION 50, CORPORATION CODE) xxx xxx xxx "In order to effectively exercise such jurisdiction, the Commission shall possess the following powers: xxx xxx xxx (f) To compel the officers of any corporation or association registered by it to call meetings of stockholders or members thereof under its supervision. "(SECTION 6 (f), PD 902-A, AS AMENDED) cdll Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner