Ms. Grace Estrella

May 3, 1994 Ms. Grace Estrella Ngaw and Lauron Law Offices 333 Juan Luna St.,Binondo Manila M a d a m : This refers to your letter of April 14, 1994 requesting confirmation of your opinion that "resort may be made to the SEC to exercise its power to revoke the corporate franchise of Hope Christian High School Alumni Association, Inc. on the ground of continuous inoperation for a period of at least five (5) years pursuant to Sec. 6(1-4) of P.D. 902-A * ,as amended, and thereafter, free the corporate name Hope Christian High School Alumni Association, Inc. for the use of interested and active alumni, to the exclusion of the present hold-over officers, or in the alternative, for the SEC to compel the present hold-over directors/officers to call a general membership meeting under SEC supervision pursuant to Sec. 6(f) of the same Law with emphasis to convene the Membership Committee so that interested alumni may be admitted into membership and to hold an election of directors/officers immediately thereafter." LexLib Please be advised that either of the above suggested solutions to the alleged problem mentioned in your letter is legally feasible. However, the following information need to be expressed. Under Section 22 of the Corporation Code, continuous inoperation of a corporation for a period of five (5) years is merely a "ground" for revocation of the certificate of registration. The revocation can only be effected by the Commission after due notice and hearing pursuant to Section 6 (1-4) of P.D. 902-A * ,as amended. Thus, a corporation continues to exist, notwithstanding its failure to operate for five (5) consecutive years, until its certificate of registration is officially revoked by the Commission. Relative to your second alternative solution, SEC may only direct the calling of the meeting if there is no person authorized to do so. The pertinent provision 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 majority of the stockholders or members present have chosen one of their number as presiding officer." cdlex Thus, 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 for a meeting, any interested member may petition the SEC pursuant to Section 6(f) of P.D. 902-A, as amended, to authorize him to call a meeting under the supervision of the Commission. Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner * Copied verbatim from documents obtained directly from the Securities and Exchange Commission .