Soponias P. Pabiona vs. Deelda Payton, et al.

[SEC-SICD * CASE NO. 2730. April 25, 1986.] SOPONIAS P. PABIONA , petitioner , vs .DEELDA PAYTON, ET AL. , respondents . D E C I S I O N This is an action to declare the corporate meeting of the Manila Baptist Church, Inc.,dated November 24, 1984, as invalid and improperly called, as well as, to declare null and void all proceedings and actions taken up in the said meeting, and consequently, to order the reinstatement of petitioner in the membership of Manila Baptist Church, Inc. dctai Petitioner, alleged that in a special corporate meeting held on 4 November, 1984 pursuant to a recommendation of the respondent board of trustees and presided over by respondent Senior Pastor, respondent Manila Baptist Church, Inc.,as a corporate body approved an action to discipline petitioner by dismissing him from membership, that said action was invalid, precipitate and null and void ab initio, on the following grounds: a. The call (notice) was not in writing contrary to Section 51 of the Corporation Code of the Philippines; b. The meeting by its very nature (special) has no jurisdiction over the subject matter of the action (discipline) and contrary to the Corporation's by-laws; c. Petitioner was denied the due process as outlined in the by-laws; d. The action does not have sufficient substantive basis. That on 7 November, 1984, petitioner sent respondent a letter requesting them to recall their action described above, due to the reasons cited therein; that there having been no action on the said letter, petitioner sent a formal letter of demand on 23 November 1984; that on 8 December, 1984 respondent replied to petitioner denying his demand. Respondents filed their answer denying the allegations in the petition and pointing out that petitioner has no cause of action against the respondents. It was alleged that the notice given for the special business meeting of November 4, 1984, was the public announcement made by respondent Payton from the church pulpit on October 28, 1984, which procedure was in compliance with Section 2(e) Article 5 of the by-laws of Manila Baptist Church, Inc.,that the subject matter of the corporate action (discipline) was by its nature well within the corporate powers of Manila Baptist Church, Inc.,to determine in a special business meeting pursuant to the aforesaid Section 2(e) Article 5 of the by-laws; that petitioner was duly accorded due process of law in accordance with the procedure laid down in the by-laws with several meetings within the board concerning his case, and he had, in fact, fully exercised his rights before the membership of the Manila Baptist Church, Inc. which voted overwhelmingly for his dismissal; that there was sufficient basis for the challenged corporate action; that petitioner, who made false accusations against and displayed open disrespect to the Senior Pastor of the Manila Baptist Church, Inc. and to the office of the pastorate, had committed a gross and flagrant violation of Christian conduct which the Holy Bible forbids and despite repeated request by respondents for him to apologize for his wrongdoing, refused to repent, for which reason the church body in the November 4, 1984 special business meeting in question, which was originally scheduled for October 28, 1984, voted to dismiss him from membership of the Manila Baptist Church, Inc. as a disciplinary action, pursuant to Article 3, Section 6 of the by-laws. Likewise, on the basis of their respective position paper, this case was submitted for decision. prLL The issue to be resolved is whether or not the meeting of November 4, 1984 was valid. Petitioner contends that there was no valid notice of the November 4, 1984 meeting contrary to Section 51 of the Corporation Code of the Philippines which provides that . . . "notice of meetings shall be in writing and the time and place stated therein". Such being the case, the omission of the written notice of meeting which is a mandatory requirement, is fatal to the validity of the proceedings and, therefore, said meeting should be declared null and void. The records show that during the regular business meeting on Sunday, October 21, 1984, respondent Payton announced from the pulpit that there would be a special business meeting on October 28, 1984, to take up the petitioner's case. However, petitioner wrote the board of deacons which was received on October 26, 1984, stating that he would not be able to attend the meeting of October 28, 1984 and suggested that it be set on November 1, 1984 for him to be ready with his explanations in writing. Under paragraph 12, page 18 of the answer on the special business meeting held on October 28, 1984, respondent Payton announced that due to petitioner, a special meeting would be held on November 4, 1984 to take up the matter. However, Joseph P. Quipit, the Secretary of the Board of Deacons of Manila Baptist Church, Inc.,wrote a letter to the petitioner dated November 1, 1984, stating that after their meeting with the petitioner on November 1, 1984, which meeting was upon petitioner's request in accordance with Section 6 Article 3 of the by-laws, petitioner was informed that the board of deacons reject petitioners appeal for not apologizing to Pastor Payton, and before the Budget Committee and the congregation. Further, on the said letter, petitioner was informed about the forthcoming special business meeting on November 4, 1984, which meeting was originally scheduled for October 28, 1984. In the case at bar, we sustain respondents' position that the meeting of November 4, 1984 was validly held. The mere fact that the notice was not in writing does not in writing does not invalidate said meeting. This finds support from the provision of the by-laws of Manila Baptist Church, Inc., particularly Sec. 2 Article 5, which provides that, . . . "special business meeting which cannot wait for a regular business meeting may be called by the Pastor or the board of deacons. When possible, all such meetings shall be publicly announced from the pulpit on the Lord's Day proceeding." There is no dispute to the fact that the notice of the November 4, 1984 meeting was the public announcement made by Pastor Payton from the pulpit on October 28, 1984. While it is true that the law requires written notice of stockholders or members meeting, (Sec. 50 of the Corporation Code of the Philippines), it does not prohibit that notice be made orally if provided in the by-laws. It appearing that the by-laws of Manila Baptist Church, Inc., provides a different mode of notice for special business meeting, we find and so hold that there was sufficient notice of the petitioner concerning the November 4, 1984 special meeting. Besides, from all indications and from the circumstances surrounding this case, the petitioner was validly notified of all the meetings, more importantly the meeting held on November 4, 1984. Petitioner is now therefore precluded or considered to have waived his right to question the validity of the aforesaid meeting. Consequently, the proceedings thereon are hereby considered valid. dctai WHEREFORE, judgment is hereby rendered dismissing the instant petition. SO ORDERED. (SGD.) ENRIQUE L. FLORES Hearing Officer