Brandon R. Bocobo, et al. vs. Ramon Yumul, et al.

[SEC-SICD * CASE NO. 3338. February 21, 1989.] BRANDON R. BOCOBO, ET AL. , petitioners , vs . RAMON YUMUL, ET AL. , respondents . D E C I S I O N In their petition filed with this Commission on April 14, 1988, petitioners prayed for the annulment of the election held on April 8, 1988, and in support thereof, alleged that the Tarlac Public Market Vendors Association (TAMARVA, for brevity) was duly registered with the Securities and Exchange Commission on June 4, 1979; that on July 13, 1983, the association was issued its Certificate of Filing of its By-Laws; that the Articles of Incorporation enumerated the names and addresses of the fifteen (15) incorporators, fourteen (14) of whom signed the By-Laws as the only members of the association; that in an election held on April 8, 1988, of the seven directors elected, only Ricardo Calma and Roberto Muoz are registered members and the five (5) respondents are not registered members. Hence, the election of the respondents were allegedly illegal and that there was a failure of election. In answering the petition, respondents denied the material allegations of the petition and by way of Special and affirmative Defenses, alleged that petitioners not being candidates, had no legal right which could have been violated; that there is no allegation in the petition that petitioners are themselves members of the association; that respondents are bonafide members of the association, enumerating the stalls they are holding, their Mayor's Permit for their respective stalls and when they become members. From the pleadings submitted by the parties, the principal issue boils down to whether the petitioners and respondents are members of the TAMARVA. And the pertinent provisions of the Articles of Incorporation and By-Laws of the association on the matter are the following: "that the herein incorporators are the present members of the association and additional list of members to be admitted shall be submitted to the Commission from time to time". (Fifth clause of the Articles of Incorporation). "All bonafide members of the Public Market with license and permanent stall holders shall be qualified members (Section 1, Article III of the By-laws). "The qualifications for the candidates to any office are: 1) one must not be delinquent in the payments of any of his obligations required by the association and 2) he/she shall have been a member for at least six (6) months before the election" (Section 2, Article VIII of the By-laws). Hearings were conducted where both parties presented testimonial, as well as documentary evidence. From the evidence adduced, it appears that only respondents Ricardo Calma and Roberto Muoz are members of the association. The petitioners relied so much on their Exhibit "B", which is a letter addressed to the Securities and Exchange Commission dated April 8, 1988, containing the names of the petitioners as applicants for membership in the association and a certification by the Administrator of the Tarlac Public Market that the names listed therein are "applicants are all duly licensed business operators and lessees of the stalls indicated above" as of April 8, 1988. Upon the other hand, respondents' evidence consisted mere of the award on the stalls they are holding/leasing and their Mayor's Permit for their respective stalls. Neither party was able to present any proof evidencing their admission to the membership of the association. A perusal of the Articles of Incorporation and the By-laws of the association show that both failed to provide for the procedure for accepting members who are qualified. It is probably due to said lack of procedure that petitioners addressed their letter for membership in the association to this Commission (Exh. "B"). Even the corporate records of the association show that since its incorporation, up to the present, the association has never submitted any reportorial requirements. Considering that except for respondents Ricardo Calma and Roberto Muoz, all the petitioners and respondent are not members of the association, there is no intra-corporate controversy in this case and the Commission, therefore, has no jurisdiction over their persons and/or subject matter of the suit. WHEREFORE, let this case be, as it is hereby DISMISSED. It is, however, recommended that the By-Laws be amended to provide for the procedure in accepting membership in the association for the qualified parties to apply for membership upon approval of the amended By-laws and to hold the election for the members of the Board of Directors of the association. SO ORDERED. (SGD.) MACARIO P. MALLARI Hearing Officer