Lino Rifareal vs. Gregorio Federis, et al.

[SEC-SICD * CASE NO. 3179. August 4, 1988.] LINO RIFAREAL , petitioner , vs . GREGORIO FEDERIS, ET AL. , respondents . D E C I S I O N This is a petition for (1) the annulment of the Board of Trustees' meeting and the proceedings taken therein (2) annulment of the Regular Annual General Membership Meeting and (3) cancellation of the Certificate of Registration, with a prayer for the appointment of a Management Committee and the issuance of a writ of preliminary injunction or restraining order. The petition alleged, inter-alia, that on April 30, 1987, respondent Gregorio Federis, in clear violation and disregard of the main purpose and objective of the Kolehiyo Ng Mamamayan (Kolehiyo, for brevity) through fraud, deceit, schemes and devices, conducted a false and farce board meeting for the purpose of admitting close relatives to be members of the Kolehiyo in order to gain control of its management and operation; that the admission of the applicants were void ab initio for failure to pay their membership fees. The petition further alleged that in the May 2, 1987 annual meeting, respondent Gregorio Federis, as member and proxy holder for Dr. Ernesto Del Mundo and other proxy holders, in conspiracy with the other respondents, participated in said meeting and voted for Dr. Buenaventura Adriano and Melvin Lorico as members of the Board of Trustees; that the election of Dr. Adriano and Lorico was void for the reason that they were voted by disqualified applicants and they themselves are disqualified for their absences and failure to attend previous meetings; that immediately after the election of the members of the Board of Trustees, respondent Gregorio Federis moved for the election of officers, despite vigorous objection of the chairman. The petition also alleged that to remove members of the staff who are not in good grace with the family of Federis Gregorio Federis proposed the amendment of the- by-laws of Kolehiyo for the deletion of the positions of Registrar, Dean and Principal of the college. Petitioner, based on the aforesaid allegations, prayed for a writ of preliminary injunction to enjoin the respondents from conducting meetings, managing and controlling the Kolehiyo and to place the college under a Management Committee. Respondents specifically denied the allegations of the petition, alleging that the April 20, 1987 Board of Trustees' Special Meeting was called upon the demand of five (5) members of the board; that in said meeting, where a quorum was present, the Board accepted the membership of Dr. Ernesto del Mundo, Dr. Trinidad del Mundo, Ms. Divina del Mundo, Messrs. Cosme Alpapara and Apolonio Meleniza as sustaining members who possessed the qualifications and none of the disqualifications as such; that it was the Chairman of the Board himself and not respondent Gregorio Federis, who asked for the election of the officers immediately after the adjournment of the Annual General Membership Meeting; that it was respondent Gregorio Federis who proposed the amendment of the By-laws to make the administrative structure of the institution flexible to make it responsive to the needs of the time. From the pleadings filed by the parties, it becomes clear that the issues to be resolved are: 1. Whether or not the April 30, 1987 special meeting of the Board of Trustees and the proceedings therein taken were valid. 2. Whether or not the election of the members of the Board of Trustees during the Regular Annual General Membership Meeting on May 2, 1987 and the election of officers called immediately thereafter were valid; and 3. Whether or not the amendments to the By-laws adopted during the May 14, 1987 Special General Membership Meeting were valid. From the evidence submitted by the parties, both testimonial as well as documentary, it has been established that it was not respondent Gregorio Federis alone, as claimed by the petitioner, but with five (5) other members who submitted a written demand for the April 30, 1987 Special Board of Trustees' Meeting (Exh "7") which written demand was in accordance with the By-laws of the Kolehiyo. To the contention of petitioner that the notice of meeting for the April 30, 1987 Special Board of Trustees' Meeting was defective for having been merely incorporated in the Notice of Meeting for the April 25, 1987 Special Board Meeting and for lack of an agenda, what is important is that all members of the board are duly notified of the time and place of meeting, which was clearly stated in the notice of meeting. As to the alleged lack of agenda, the notice itself clearly stated that the items to be discussed on said meeting shall be announced later. Thus, the minutes of the said Special Meeting of the Board of Trustees clearly showed that copies of the agenda were distributed to the members of the Board of Trustees present and that out of ten (10) members, seven (7) were present, clearly establishing a quorum. Item 5 in the agenda refers to approval of applicants for membership. On the allegation of petitioners that the admission of applicants were void ab initio for failure to pay their membership fees, documentary evidence show otherwise. Thus, as reflected in the minutes of the April 30, 1987 Special Meeting of the Board of Trustees, the applications of Dr. Ernesto del Mundo, Mrs. Trinidad del Mundo and Mrs. Divina del Mundo were approved, having submitted the application forms and paying the membership fees to the Corporate Secretary. The same minutes show that the applications of Messrs. Cosme Alpapara and Apolonio Meleniza were conditionally accepted. Petitioner is seeking the nullification of the election of the members of the Board of Trustees during the May 2, 1987 Regular Annual General Membership Meeting and the election of the Officers immediately held thereafter allegedly because Dr. Buenaventura Adriano and Melvin Lorico were allegedly voted by disqualified applicants and they themselves were disqualified for their absences and failure to attend previous meetings. Petitioner, however, not only failed to present any evidence to substantiate said allegations but even admitted on cross examination that Melvin Lorico has never been, prior to his election on May 2, 1987, a member of the Board of Trustees of the Kolehiyo. On the election of officers held immediately after the adjournment of the May 2, 1987 Regular Annual Membership Meeting, records show that counsel for the petitioners himself, Atty. Reynaldo L. Herrera, in his capacity as Chairman, was the one who requested the elected members of the Board of Trustees to remain for the holding of the election of officers. Besides, we see nothing irregular in the election of officers immediately upon their election to the board. Matter of fact, that is the usual practice in other corporations. As to the invalidity of amendments of the by-laws of the institution, except for the bare allegations of the petitioners as to the motive thereof, no evidence was presented to support such allegations. But, this notwithstanding, respondents presented evidence to prove that the proposed amendments were subjected to a thorough and careful deliberation by the general membership when it was submitted to the body for its decision and majority of those entitled to vote, excluding the proxies, allegedly related to respondent Federis, unanimously approved the amendments. What became clear during the trial was the bitter resentment of the petitioner to the fact that every time he has an objection to matters discussed during the meeting, he was always outvoted. Unfortunately for the petitioners, that is how things happen in a Democratic society where the majority rules. WHEREFORE, judgment is hereby rendered dismissing the petition for lack of merit. SO ORDERED. LLjur (SGD.) FELIPE S. TONGCO Hearing Officer