Mr. Rod O. Francia

June 13, 1996 Mr. Rod O. Francia Anak Pawis ng Exodus, Inc. Manggahan Floodway, Barangay San Juan Cainta Rizal S i r : This refers to your letter dated June 11, 1996 inquiring on how to go about the following situation. cdll As stated, your association, the Anak Pawis ng Exodus, Inc.,has elected a new set of Board of Directors and Executive Officers. However, in the three (3) scheduled Board meetings called by the Association, no quorum has ever been mustered as most of them failed to attend. Because of said unsuccessful attempts to hold the desired meetings, you now request for guidance on what measures to take or legal remedy to the situation. Should it be impossible for the newly elected Board of Directors to convene due to always lack of quorum, the members of the Association may, pursuant to Section 28 of the Corporation Code, quoted hereunder, replace the present members of the Board who are not interested in their post . SECTION 28. Removal of directors or trustees . Any director or trustees of a corporation may be removed from office by a vote of the stockholders holding or representing two-thirds (2/3) of the outstanding capital stock, or if the corporation be a non-stock corporation, by a vote of two-thirds (2/3) of the members entitled to vote : Provided, That such removal shall take place either at a regular meeting of the corporation or at a special meeting called for the purpose, and in either case, after previous notice to stockholders or members of the corporation of the intention to propose such removal at the meeting. A special meeting of the stockholders or members of a corporation for the purpose of removal of directors or trustees, or any of them, must be called by the secretary on order of the president or on the written demand of the stockholders representing or holding at least majority of the outstanding capital stock, or, if it be a non-stock corporation on the written demand of a majority of the members entitled to vote. Should the secretary fail or refuse to call the special meeting upon such demand or fail or refuse to give the notice, or if there is no secretary, the call for the meeting may be addressed directly to the stockholders or members by any stockholder or member of the corporation signing the demand. Notice of the time and place of such meeting, as well as the intention to propose such removal, must be given by publication or by written notice as prescribed in this Code. The vacancy resulting from removal pursuant to this section may be filled by election at the same meeting without further notice, or at any regular or at any special meeting called for the purpose, after giving notice as prescribe in this Code . Removal may be with or without cause : Provided, That removal without cause may not used to deprive minority stockholders or members of the right of representation to which they may be entitled under Section 24 of this Code." (Emphasis supplied) Very truly yours, (SGD.) ELNORA E. ADVIENTO Director Corporate and Legal Department