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Mr. Cornelio Cagurangan

SEC Opinion • Securities and Exchange Commission • Opinions • Jun 4, 1998

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June 4, 1998 Mr. Cornelio Cagurangan 10 Galatians Street Sacred Heart Village Novaliches, Quezon City S i r : This refers to your letter dated May 14, 1998 addressed to Commissioner Fe Eloisa C Gloria which was referred to this Department for action regarding the alleged refusal of the Knights of Columbus Fraternal Association of the Philippines, Inc. (KCFAPI) to comply with Sections 7 and 48 of the Corporation Code. LibLex As stated in our previous letter addressed to you dated June 25, 1996 ( xerox copy attached ), "the Commission, on several occasions, has ruled that if a corporation already existing on the date of effectivity of the Corporation Code does not file an amendment to its Articles of Incorporation to comply with Section 48 of the Corporation Code in relation to Section 7 of the same Code on or before May 1, 1982 (within two (2) years from the effectivity of the Corporation Code), the Commission will consider the limitation on the right to vote of "founders' shares" as inserted into the Articles of Incorporation as of May 1, 1980, the date of the effectivity of the Code. Accordingly, a provision in the Articles of Incorporation granting the founders' shares/founder members the exclusive right to vote and be voted for as directors shall be effective only up to April 30, 1985 Thereafter, all shareholders/members shall enjoy equal voting power. LibLex Should you feel you have a cause of action against the corporation its directors, for officers re : depriving you of the right to vote and be voted for as member of the Board of Directors/Trustees after the date above mentioned, you may file a formal complaint with the Securities Investigation and Clearing Department (SICD) of this Commission pursuant to PD 902-A, as amended, seeking relief from any violation of Section 7 of the Corporation Code. Very truly yours, SGD.) SONIA M. BALLO Director Corporate Legal Department

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