Center for International Trade

April 17, 1986 Center for International Trade Expositions and Missions, Inc. (CITEM) c/o Mr. Pedro G. Herrera-Davila Ministry of Trade and Industry Bldg. 361 (Buendia) Sen. Gil J. Puyat Ave. Makati, Metro Manila Gentlemen: This refers to your letter dated April 11, 1986 informing this office of the postponement of your annual stockholders' meeting scheduled on the 2nd Tuesday of March 1986 until the reorganization of the government has been completed. It appears therein that in view of the reorganization of all government offices, bureaus and corporations, and inasmuch as CITEM is a wholly-owned and controlled corporation attached to the Ministry of Trade and Industry, you have decided to postpone your annual stockholders' meeting until the reorganization of the government has been completed to enable the corporation to consider all matters required by the new government. The general rule is, when the by-laws provide for the time of holding an annual meeting for the election of directors, the same should be held at the regular appointed time. "The annual meeting required and stated for each year, cannot be dispensed with by the corporate officers, and the directors may not extend their time of office by amending the by-laws to change the date of the annual meeting, where the statute requires that directors are to be chosen annually by the stockholders." (5 Fletcher Cyclopedia Corporations, 1967 Rev. Ed., Sec. 2001, p. 25). The rule, however, admits of exceptions as where the annual meeting cannot be held on the date fixed in the by-laws for same valid reasons . ( SEC letter dated November 8, 1985, addressed to Prime White Cement Corporation ). Inasmuch as the reason stated in your aforesaid letter appears justifiable and meritorious, this Commission interposes no objection to the postponement thereof, provided, however, that the same be held within a reasonable time from the date it has been postponed to be held, and provided further, that proper notice of the change of date is given to all the stockholders of record. Please be advised accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman