Crisanto M. Agpaoa vs. Pio C. Catabay

[SEC-SICD * CASE NO. 3772. December 4, 1990.] CRISANTO M. AGPAOA , petitioner , vs . PIO C. CATABAY , respondent . D E C I S I O N From the pleadings filed and evidence adduced during the proceedings taken in the above-entitled case, the following facts appear undisputed on record that provide the background to the filing of the present action, to wit: Both petitioner and respondent are members of the AD Interim Board of Trustees and Vice-President Treasurer and President, respectively, of the Fil-American Humanitarian Foundation, Inc. (FAHFI for brevity) in their Agreement/Amicable Settlement filed with this Commission on December 12, 1989 which eventually lead to the withdrawal/dismissal of SEC Case No. 3576 . The said Agreement provides, among other things, "1) That both parties agreed to postpone the date of the Annual General Assembly and Election of Officers that is scheduled in the By-laws of our corporation on December 10, 1989 to a future date but not later than April 11, 1990". On April 22, 1990, the Annual General Assembly and Election of Officers of the FAHFI was held. However, the validity of this assembly/election was questioned by the petitioner in the above-entitled case on the grounds that there was no notice to the members, there was no quorum and that it was held in violation of the aforesaid agreement and therefore, the same must be considered null and void. Consequently, respondent and his group must be ordered to recognize petitioner as the duly elected President and to pay damages. In answer to the petition, respondent Pio C. Catabay claimed that "The scheduling of the Annual General Assembly and Election of Officers to future date but not later than April 11, 1990 as embodied in the said Agreement is not absolute and mandatory, but only directory in character and will not in any affect adversely the operation of the Foundation if postponed to another date because of the principle of hold-over of incumbent officers until after their successors are elected and have qualified." Respondent explained that the reasons why the assembly/election was held eleven (11) days after April 11, 1990 was due to the following: "a) That Resolution No. 03, S-89 approved in the meeting of the Ad-Interim Board of Trustees held on December 15, 1989 extending the term of the Ad-Interim Board of Trustees up to December 31, 1990 which gave the impression to forego the holding of election on April 11, 1990 was later on revoked by another resolution No. 04, S-90 on the ground that said resolution is not legally valid as there was no quorum of the Board of Trustees when it was promulgated; (b) That it was too close to April 11, 1990 when Resolution No. 03, S-89 extending the term of the Ad-Interim Board of Trustees to December 31, 1990 was discovered to be invalid for lack of quorum such that we have no longer sufficient time within which to prepare things necessary and vital to the holding of election process, like sending of notices to the members of the Foundation, creation of different committees, appointments of Poll Clerks and the like; (c) That April 11, 1990 was Holy Wednesday, a day supposed to be devoted to religious meditations; (d) . . .". Further, respondent claimed "5.1 That there was a total of 975, not 506 as alleged by the Petitioner, District Officers qualified to vote who voted in the election held on April 22, 1990 which constitute majority quorum for purposes of election. Petitioner's allegation of 15,000 members of the Foundation more or less refers to the total membership which include auxiliary and the so called admitted members who are not entitled to vote. There are more or less 1,700 District Officers who are entitled to vote, hence the election is legally valid, as there was a quorum because the attendance was more than one half of the total number of District Officers entitled to vote; 5.2 That there was sufficient notices of the election held on April 22, 1990 to the member District Officers of the Foundation . . . . In fact we have sent a letter to Petitioner Crisanto Agpaoa dated April 17, 1990 informing him of the holding of election of the Board of Trustees, attaching thereto the letter of April 5, 1990 of the respondent Pio C. Catabay sent to the Honorable Chairman of the Securities and Exchange Commission requesting approval of election process of the regular Board of Trustees scheduled on April 22, 1990 . . . and the sketch plotting the direction of the PNR Training Center, the place of the election; 5.3 That the election process held on April 22, 1990 was sanctioned by the Securities and Exchange Commission per letter dated April 19, 1990 of Fe Eloisa C. Gloria, Director, Corporate and Legal Department." At the preliminary conference held in the above-entitled case, the parties agreed that the only issue to be resolved in this case is "whether or not the election held on April 22, 1990 is valid." The issue having been defined to be an election contest, the parties were just required to submit the affidavits of their respective witnesses and documentary evidence in accordance with the Commission's "Resolution Providing For A Summary Procedure in Election Cases". After a thorough evaluation of the pleadings, affidavits and documentary evidence submitted by the parties, this Hearing Officer finds that petitioner Crisanto M. Agpaoa has miserably failed to prove his petition that would warrant the declaration of the FAHFI election held on April 22, 1990 null and void. Petitioner's claim that there was no notice to the members is misplaced for this matter has been admitted by the petitioner at the preliminary conference. Moreover, in his affidavit submitted to the Commission, petitioner Crisanto M. Agpaoa categorically stated that he was notified as to the date and place of elections. Anent the allegations that the meeting has no quorum, petitioner has not submitted to the Commission the list of the members entitled to vote. In its absence, this Hearing Officer is inclined to believe the claim of the respondent that there were only One Thousand Seven Hundred (1,700) District Officers who were entitled to vote. Considering that, as admitted by the petitioner at the preliminary conference, there were Nine Hundred Seventy Five (975) district officers who validly casted their votes on the April 22, 1990 elections, the issue of lack of quorum is put to rest. WHEREFORE, for failure of the petitioner to convincingly prove his case and finding the witnesses' affidavits and the documentary evidence submitted by respondent Pio C. Catabay in support of his afore-stated claims to be impressed with merit, the above-entitled case should be, as it is hereby, DISMISSED. prcd SO ORDERED. (SGD.) ELPIDIO SARMEN SALGADO Hearing Officer