Modesto G. Rico vs. Central Philippine University, Inc.

[SEC-SICD * CASE NO. 2499. February 13, 1986.] MODESTO G. RICO , petitioner , vs . CENTRAL PHILIPPINE UNIVERSITY, INC., (CPU, INC.) , respondent . D E C I S I O N In his two (2) page petition, petitioner alleged that he is a member of the respondent corporation (CPU for short); that over his and other minority members' objection, CPU violated the provisions of its amended by-laws by electing on April 3, 1982 and again on March 26, 1983 more than fifteen (15) co-opted members into the CPU and that on March 26, 1983, CPU created a new classification without following the proper procedure in amending by-laws. Petitioner prayed that CPU elect its members in accordance with its by-laws which should only be 55 members, to unseat all persons beyond 55 members and implement amendments to by-laws by following the prescribed legal procedures and only after the approval of the amendments by the Securities and Exchange Commission. LLphil In the answer of respondent, as well as intervenor Juanito M. Acanto, they respectively denied having violated the amended by-laws of CPU; that petitioner seeks to unseat three (3) members of CPU without specifying who the three (3) members are; that petitioner has not exhausted intra-corporate remedies within CPU. Issues having been joined, the case was set for preliminary conference. By agreement of the parties, the case was considered submitted for decision upon submission by the parties of their respective memoranda. In the petitioner's memorandum he alleged among others "2. That the official action on March 31, 1984 by the CPU corporation of following the distribution and allocation provided for in said CPU corporation Amended By-laws, particularly Article I, Section 1, subsections (a), (b), (d), and (e) as hereinabove (Par. 1) quantified, has rendered moot and academic, the unseating of elected members beyond 55 members". But while petitioner considers that matter moot and academic, the case cannot simply be dismissed or considered closed on said ground. Records of the Securities and Exchange Commission reveal that CPU's Amended By-laws has never been approved as yet. Hence, neither parties can invoke the same. Any discussion, therefore, on the unapproved Amended By-laws will just be an exercise in futility. llcd WHEREFORE, let this case be , as it is hereby DISMISSED. The parties, however, are hereby enjoined to work for the approval of the Amended By-laws and to comply with the same upon approval. (SGD.) RAQUEL C. CLEMENTE Hearing Officer