Re: Adela B. Frianeza

[SEC-SICD * CASE NO. 12-95-5217. May 16, 1996.] ADELA B. FRIANEZA , petitioner . D E C I S I O N This is a petition for an authority to call for a stockholders' meeting of Orient Colleges, Inc. pursuant to Section 50 of the Corporation Code of the Philippines (Batas Pambansa Bilang 68). On January 3, 1995, an Order was issued directing the last corporate officers namely: Reynato Q. Lambino, Lucerlita P. Lambino, Daniel V. Frianeza, Jose T. Zabala, Florinda P. Bauzon and Rafael Hidalgo, of the aforenamed corporation on record with the Securities and Exchange Commission to file their comment to the herein petition within fifteen (15) days from their receipt of the order. Proof of service of the Order disclosed that Daniel V. Frianeza of Mangaldan, Pangasinan died sometime in 1978, Reynato Q. LAMBINO AND JOSE T. Zabala were already deceased, Florinda P. Bauzon is presently abroad while Lucerlita P. Lambino and Rafael Hidalgo were duly notified. Evidence adduced by petitioner Adela B. Frianeza disclosed that she is a stockholder of Orient Colleges, Inc., a domestic corporation which has not been operating for the last twenty (20) or so years but it owns real property located at Perez Boulevard, Dagupan City; that the stockholders' meeting and election of the members of the Board of Trustees held on May 17, 1986 and election of officers held on May 18, 1986 were declared null and void ab initio in the Decision dated June 10, 1991 in SEC Case No. 3151, and consequently, there is no board or officer who would call for a stockholders' meeting in order to elect directors and/or officers of the aforementioned corporation. Hence, this petition pursuant to Section 50 of the Corporation Code of the Philippines which provides: "SECTION 50. Regular and special meetings of stockholders or members . Regular meetings of stockholders or members shall be held annually on a date fixed in the by-laws, or if not so fixed, on any date in April of every year as determined by the board of directors or trustees: Provided, that written notice of regular meetings shall be sent to all stockholders or members of record at least two (2) weeks prior to the meeting, unless a different period is required by the by-laws. Special meetings of stockholders or members shall be held at any time deemed necessary or as provided in the by-laws: Provided, however, that at least one (1) week written notice shall be sent to all stockholders or members, unless otherwise provided in the by-laws. Notice of any meeting may be waived, expressly or impliedly, by any stockholder or member. 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." Finding the above-entitled petition to be meritorious, the same is hereby granted. WHEREFORE, petitioner Adela B. Frianeza is hereby directed to call for a special stockholders' meeting of the Orient Colleges, Inc. in order to elect the members of the Board of Directors of the said corporation pursuant to its by-laws. Petitioner shall preside thereat until at least a majority of the stockholders present during the meeting have chosen one of their number as presiding officer. SO ORDERED. (SGD.) ELPIDIO SARMEN SALGADO Hearing Officer