So v. Co

[SEC-SICD * CASE NO. 02-95-4982. April 4, 1995.] PACIFICO SO, SAN JUAN MANDALUYONG REALTORS BOARD, INC. , petitioners , vs . CEFERINA CO. ET AL. , respondents . D E C I S I O N The parties in the above-entitled case, assisted by their respective counsels, reached an amicable settlement during the 31 March 1995 Preliminary Conference, praying that the same be approved and a decision be rendered in accordance thereof, the terms and conditions of which read as follows: prLL 1. Petitioner corporation SJMRB shall hold a special election to elect its Board of Directors, after the failure of the regular election on 30 November 1994, without the control and supervision of respondent corporation PAREB and its co-respondent officers, under its own By laws and in the manner and under the terms of reference hereinafter set forth. 2. SJMRB members entitled to vote and to be voted for in the special election shall be those in good and regular standing as of 30 November 1994. 3. Cut-off date of payment of membership dues for SJMRB and PAREB and payment of real estate broker's licenses shall be 15 November 1994. 4. Lack of the formally of circularization shall be deemed waived: 4.1 Where a member has received a certificate of membership from PAREB before 30 November 1994; 4.2 Where a members has not received a notice of rejection from PAREB on the ground of lack of circulation after more than 30 days after filing of application with PAREB not later than 1 November 1994; 4.3 Where there has been no derogatory or adverse report or information filed after 30 days from filing of application form with PAREB on/or before November 1994 against a member in respect of his or her activities or conduct as a real estate broker; and 4.4 Where the member has been elected to office in a local board or in PAREB. 5. Proxies for the 30 November 1994 regular election shall be considered valid and changed, recalled, or voided, unless: 5.1 The proxy-giver or principal is not a member in good and regular standing as of 30 November 1994 and, therefore, not entitled to vote; 5.2 The proxy-giver or principal has issued more than one proxy, regardless of dates, in which case all proxies issued by him are invalidated; 5.3 The proxy-giver or principal personally attends the special election to cast him or her vote. 6. The procedures for establishing the membership as of 30 November 1994 entitled to vote and be voted for in the special election shall be as follows: 6.1 On or before 15 April 1995, SJMRB shall post for ten (10) days a list of its members on its records and inputs form PAREB and the Bureau of Trade Regulation and Consumer Protection at the following places: 6.1.1 Office of the President of SJMRB: 6.1.2 National Office of PAREB 6.1.3 Place of weekly membership meeting of SJMRB; and 6.1.4 Securities and Exchange Commission SICD 11th Floor 6.2 The listing shall indicate the member's names, dates and official receipt numbers of payment of SJMRB AND PAREB dues, payment of real estate broker's license, and dates of circularization except when deemed waived as provided for paragraph 4 herein. 6.3 Challenges and exceptions to members listed or not listed, as the case may be, shall be filed in writing with the office of the SEC Hearing Officer of instant case with copies furnished to concerned parties and stating the reasons therefor within a period of ten (10) days after the expiration of the ten (10)-day listing period, which is on 26 April 1995 up to May 5, 1995. 6.4 The challenges and exceptions shall be resolved upon notice and hearing of concerned parties within a period of five (5) days from 6 May 1995 by the SEC Hearing Officer of instance case with the assistance of both parties and their counsel; which shall be resolved by Hearing Officer with five (5) days time. 6.5 The above ruling of the Hearing Officer, as agreed by the parties, shall be final and binding upon them. 7. The special election shall be held on 19 May 1995, 2:00 p.m. Champaca Room, Club Filipino, Greenhills. 8. For the special election, SJMRB shall constitute a Committee or Election composed of an SEC representative as Chairman upon invitation by both parties and two members, one designated by the President of SJMRB (realtor Stella Fernandez), and the other designated by the respondents (Oscar P. Garcia). 9. Said Committee on Election shall accredit the qualified voting members who are present in person or through proxies and shall certify the same. It shall also confirm and announce the candidates duly nominated for office, oversee the distribution and casting of ballots, be responsible for the counting and tabulation of ballots, and thereafter, confirm and proclaim the new elected members of the board. LLpr 10. The SEC Hearing Officer in the Instant case and two other SEC staff shall attend as observers also by invitation by both parties. 11. The intent and objective of this compromise agreement is to preserve the corporate integrity of SJMRB and to preserve the union and unity of its membership. Accordingly, 11.1 Both parties shall drop and withdraw any and all actions filed or pending in any judicial, quasi-judicial, and extra-judicial forum against the other; 11.2 No reprisals whatsoever in whatever form shall be taken by the parties against the other or against any SJMRB member, in respect of these proceedings; and 11.3 Those qualified to vote and be voted for in the special election are invited to retain or acquire SJMRB membership in good standing for the current and subsequent years, following regular requirements of membership. Finding the said Compromise Agreement to be not contrary to law, morals, good customs, public order and/or public policy, the same is hereby APPROVED and JUDGMENT is hereby rendered in accordance thereof. The parties are hereby enjoined to comply strict with the above terms and conditions thereof. prLL SO ORDERED. (SGD.) YSOBEL S. YASAY-MURILLO Hearing Officer