Atty. Froilan C. Zapanta

January 21, 1993 Atty. Froilan C. Zapanta Public Attorney's Office Malabon-Navotas District 2nd Flr.,Acab Bldg., 153 M.H. Del Pilar Street Tinajeros, Malabon, M.M. S i r : This refers to your letter of January 6, 1993 referring to this Commission the request of Mr. Rodolfo de Guzman, et al.,for SEC authority to hold an election of Ang Bagong Samahan Kapit-Bisig ng Tonsuya Association, Inc. due to the failure of its president to call for an annual election. llcd Section 50 of the Corporation Code provides in part: "SECTION 50. ... 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 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." (Emphasis supplied) It appears from the above provision that SEC Authority is necessary only if there is no person authorized to call a meeting. A verification of the By-laws of subject Corporation disclosed that the members thereof are empowered to petition to call for special membership meetings. Article 1 Section 2 (last paragraph) of the latest approved amended by-laws of the Corporation provides: "SECTION 2. ... Special meetings may be called as the need thereof arises, by the Board of Trustees or the President or upon petition of 1/3 of the general membership ." (Emphasis supplied) Thus, pursuant to the above by-law provision, and it appearing that the general membership is desirous of holding an election, at least 1/3 of the members of the Association may petition the Board or President to call an election without the necessity of obtaining prior authority from the Commission. In the event the Board or President fails or refuses to call for a meeting upon petition by 1/3 of the general membership, any interested member 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 . cdlex Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman