Virgilio Oblepias, et al. vs. Soledad Z. Concepcion, et al.

[SEC-SICD * CASE NO. 2760. October 4, 1985.] VIRGILIO OBLEPIAS, ET AL. , petitioners , vs . SOLEDAD Z. CONCEPCION, ET AL. , respondents . D E C I S I O N Petitioners were among the duly elected members of the board of directors of Manila Family Planning Organization, Inc. in 1983-1984. Respondents, on the other hand, were elected as members of the board of directors for 1984-1985 in an annual election held at the Virginia Sanchez Hall, YMCA Building, 1114 General Luna Street, Manila. LexLib Petitioners alleged that the manner in which said election was conducted was highly irregular and in gross violation of Article III of the by-laws of the organization for the reason that 1. Notice of the annual meeting was not sent to the members at least three (3) weeks before the scheduled meeting as required in Section 3, Article III of the by-laws; 2. Voting by proxy was allowed despite the fact that the proxies used were never presented to the corporate secretary for validation, in violation of Section IV, Article III of the by-laws; 3. The number of votes cast during the election far exceeded the number of the members actually present and those represented by proxies; 4. The election was openly in violation of Section 7, Article III of the by-laws. Because of the irregularity in the notices and in the election of the members of the board of directors, the members were deprived of their right to select their representative to the board of directors and that the aforesaid irregularities rendered the election null and void. Respondents filed their Answer specifically denying the allegations in the petition and pointing out that petitioners have no cause of action. It was averred that, the petitioners attended the annual general meeting of the corporation on October 4, 1984; that they stood and presented themselves as candidates for the board of directors and participated in the proceedings; that they did not raise any question on the alleged irregularities during the meeting and it is only now that they have done so and, therefore, they are now legally estopped and barred from questioning the proceedings of the general meeting. Respondents also pointed out that the petition was filed on March 5, 1985, or five (5) months thereafter, and if really there were such irregularities, petitioners have slept on their rights. Finally, respondents averred that assuming that there were defects in the notices of the annual general meeting and irregularities in the proxy voting, the defects have already been cured since no one questioned the same during the said meeting. Issues having been joined, this was set for preliminary conference. The parties agree that the issue to be resolved is "whether or not the election of the respondents as members of the board of directors of the Manila Family Planning Organization, Inc. on October 4, 1984, is legal and in accordance with the by-laws of the corporation and the Corporation Code. On July 12, 1985, petitioners presented the President, Dr. Virgilio Oblepias, who testified that the election conducted on October 4, 1984, was not in accordance with the by-laws (TSN page 8, July 12, 1985). He presided the election and he suspected that something was going on but did not say anything except to leave during the counting of the votes; that on October 6, 1984, he called an emergency board meeting to express his sentiment on what went on during the counting of the votes. There was a feeling then that there was a concerted effort to overthrow the officers of the organization as can be seen from the results of the counting; that, thereafter, the officers and some members of the board of directors created an Ad Hoc Committee to investigate the matter in order to clear up the issue. The result of the investigation was submitted to the National Organization for information and possible reaction. However, petitioners not contended with the response thereto, filed this present action. Petitioners also presented the Vice President, Mrs. Aurea del Carmen, who likewise testified, that there were several violations of the provisions of the by-laws during the annual general election; that she only received the notice of the meeting sent thru a messenger about the last week of September 1984. The violations allegedly committed were: 1. The mechanics of the election were done by the paid staff under the leadership of the program officer, including the sending of ballots, announcements, proxy and preparation of materials for, the annual general election; 2. Notice was not sent at least three (3) weeks before the election as provided for in the by-laws; 3. The proxies were not submitted to the Secretary on or before the election, as required in the by-laws, and there was no master list of members, and so it was not possible to check whether all those who voted are members of good standing. prcd 4. There has been no secrecy in the conduct of the election as required in the by-laws. Aside from the foregoing violations, Mrs. Aurea del Carmen also testified that there were also irregularities in the conduct of the election pertaining to the distribution of ballots, to wit: (1) Those members who arrived early were given their ballots, but after a while it cannot be ascertained as to how many ballots were distributed and the Program Officer continued giving ballots to the members who came late; (2) In the actual counting of the proxies and members present, 142 were registered present, however, when the ballots were counted, there were 157, and there were two colors of ballots presented consisting of 130 yellow and 27 white. Moreover, petitioners presented Mrs. Mabini S.A. Gonzales, who testified that she did not receive any notice of the meeting, but was aware of it because she was present during the meeting of the board of directors sometime in September 1984. She was appointed by the President, Dr. Virgilio Oblepias, as acting Secretary in the absence of the Secretary who was abroad. She pointed out that she served as acting secretary up to October 3, 1984, as Mr. Espiritu, the secretary arrived during the meeting on October 4, 1984 at about 2:00 o'clock in the afternoon. On cross-examination, counsel for the respondents was able to establish that, Dr. Virgilio Oblepias, one of the petitioners herein, discharged and performed his functions as President in accordance with the by-laws; that he was the one who signed the notice supposed to be sent to the members; that the actual sending of notice was delegated to the staff of the organization; that the reason why he left during the counting of votes was because of his suspicion that there was something wrong or irregular because most of the ballots contained the names of the same candidates; that he did not raise any complaint or protest to the board of canvassers; that to his mind, it was wrong if the members would decide to vote out all the officers. Dr. Virgilio Oblepias knew for a fact that there was no notice of at least three (3) weeks prior to the holding of the meeting which he presided and nobody raised any objection thereto. It was further established that the proxies were presented just when it was announced that the balloting was about to begin and that there was no list of proxies that was presented to the corporate secretary. A certain Gloria Dichoso assisted the corporate secretary in reading the list of members; that in the transcript of the minutes of the annual meeting (Exh. "3"), it was Mr. Magdaleno S. Espiritu who appeared to have read the list of members. The proxies were presented during the roll call of the names of the members and the proxy holders were then given the corresponding ballots. For their part, respondents presented Mr. Luisito Bituin, who was appointed as Comelec Chairman during the annual general election on October 4, 1984. He testified that the election was conducted in a regular and clean manner, according to procedures. Respondents' evidence also established the fact, as testified to by respondents Concepcion, Ildefonso and Delgado, that they have nothing to do with the sending of notices and the alleged irregularities as well as the violation of the provisions in the by-laws and validation of proxies. From the testimonies and evidence adduced, we sustain respondents theory that even assuming that the notices were sent to the members less than three (3) weeks before the annual general meeting, this alone will not invalidate the proceedings and the election held on October 4, 1984. Section 50 of the Corporation Code provides "Notice of any meeting may be waived expressly or impliedly, by any . . . member.". This can be gleaned from the fact that petitioners were present, participated and were in fact candidates for membership of the board of directors. On the petitioners' allegations that there were irregularities and violations of the by-laws committed during the election, petitioners were not able to present convincing proof nor sufficient evidence to show and support their allegations. Besides, as respondents pointed out, they had nothing to do with the preparation, planning and conduct of the questioned election. On the contrary, it was the respondents, being the then incumbent members of the board, who were supposed to supervise the holding of the election, including the sending of notices of the meeting, registration of members, validation of proxies, and everything connected with the conduct of the said election. WHEREFORE, the election of the respondents as members of the Board of Directors of the Manila Family Planning Organization, Inc., on October 4, 1984 is hereby confirmed being in accordance with the by-laws of the Corporation. However, in order to avoid any allegation of irregularities in the forthcoming election of the members of the board of trustees, whether unfounded or otherwise, the Commission hereby directs that the same be conducted under the supervision of this Commission. In this connection, Atty. Juanito Almosa, Jr. is hereby designated representative of this Commission to supervise the forthcoming election. LLjur Accordingly, the petition is hereby DISMISSED. SO ORDERED. (SGD.) ENRIQUE L. FLORES, JR. Hearing Officer