Guarino Infantado vs. New Philippine Jockeys Association, Inc., et al.

[SEC-SICD * CASE NO. 3774. January 15, 1991.] GUARINO INFANTADO , petitioner , vs .NEW PHILIPPINE JOCKEYS ASSOCIATION, INC.,ET AL , respondents . D E C I S I O N Before this Commission is a verified petition, dated May 3, 1990, praying that this office will render judgment declaring the April 19, 1990 election of the respondents, null and void and that the respondents be ordered to pay the sum of P50,000.00 as attorney's fees and expenses of litigation. Petitioner alleges in his petition and Position Paper, that on April 19, 1990, the respondents were elected as members of the Board of Trustees and Officers of New Philippine Jockeys Association, Inc. (NPJA), in complete disregard of the association's by-laws and wanton violation of the Corporation Code of the Philippines; that despite his protest as to the venue of the election, the election was held in Manila and not in Makati which is the principal office of the NPJA; that the annual election was held not on the date as provided in the By-laws and there were no notices sent to the members; that the respondent conducted an election of the Board of Trustees simultaneous with the election of officers, which is clearly a violation of by-laws and the Corporation Code; that there were six officers elected although their by-laws provides only for five positions; that unlicensed jockeys were allowed to vote and be voted despite the fact that their by-laws require only licensed jockeys to become members of NPJA; that the violation committed on April 19, 1990 meeting became part of the report of SEC observer (Annex "B"); that because of this suit he had been forced to engage the services of counsel and incur expenses of litigation in the sum of P50,000.00 for which the respondents should be made to answer. llcd Petitioner Guarino Infantado and his witnesses, namely: Arturo Dilema and Eduardo Dilema, likewise submitted to this Commission, their "Sinumpaang Salaysay" to corroborate the allegations in the Petition and Position Paper. Respondents, in their Answer to the Petition, alleged that they were the duly elected officers and trustees of NPJA and all are bonafide members thereof; that petitioner is a former President of NPJA and ran in the last election of the association garnering only three (3) votes; that the respondents, through its President, Rogelio C. Valencia and majority of the NPJA membership called the annual meeting on April 19, 1990, after the April 5, 1990 date set in the By-Laws could not be followed due to supervening causes and held the said meeting at the earliest possible time thereafter, that they were duly elected in an election on April 19, 1990, at its present offices at 2041 Felix Huertas, Sta. Cruz, Manila, for facility and convenience, and at the unanimous request and approval of the membership, even though their principal office is listed in Makati; that in response to the clamor of the members to hold the annual meeting with urgency, and pursuant to Sec. 3, Art. I of the By-Laws, through notices by personal contact and through telephone at least two (2) days before April 19, 1990; that pursuant to Section 4, Article I, notice was waived by the members who attended the annual meeting; that being duly qualified and bonafide members, pursuant to Section 2, Article II, the trustees and officers have been voted upon by NPJA members having all the qualifications and none of the disqualifications; that the requirement of being a licensed jockey, as a professional or provisional, is for membership application pursuant to Section 1, Article V of the By-Laws and not as a qualification for those already members for at least one (1) year (Section 2, Article II);that respondent Rogelio C. Valencia had been a member of NPJA and remained a member of good standing; that they were not mentioned in the report of the SEC observer present as having violated any law or provision of their by-laws during the meeting which petitioner Guarino Infantado had participated in and had not raised any objection until he lost the election, and therefore estopped; that the petitioner has no cause of action to seek declaration of nullity of the election of NPJA; that due to the frivolous and unfounded suit, respondents engaged the service of counsel in the amount of P100,000.00. Respondents further argue that the holding of the polls was with the conformity and approval of the General Membership, which is the highest governing body; that it is a well settled rule that the primary law of corporation is the duly enacted By-Laws, next only to the will of the general assembly of its members; that the petitioner questioned the election of a PRO but such practice to elect PRO was started in 1984 and during the tenure of petitioner Guarino Infantado as president in 1987-1989; that the petitioner is already estopped in questioning the April 19, 1990 election; that the fact that Rogelio C. Valencia had not renewed his jockey's license at the time of the election was of no moment, being a bonafide member of the association; that the petitioner was motivated by ill-will in having filed this suit after having submitted himself voluntarily and participated in the election as a candidate. Respondents' witnesses, namely, Rogelio C. Valencia, Manuel L. Guison, Edgardo P. Villareal, Dionisio M. Trinidad and Nicanor E. Fauni submitted their affidavits to corroborate and to attest the respondents' allegations. The only issues to be resolved in the instant case are (1) whether or not the April 19, 1990 elections should be declared null and void and (2) whether or not the petitioner or the respondents are entitled to damages. LibLex AS TO THE FIRST ISSUE : Petitioner Guarino Infantado was able to present an iota of evidence which could substantiate his claim that the election conducted on April 19, 1990 was made under irregular circumstances, hence, should be declared null and void. Under Section 1, Article I of NPJA by-laws provides, to wit: "SECTION 1. Annual meetings . the annual meetings of the members of the association shall be held at the principal office of the Association in Makati, Metro Manila at 1:00 o'clock in the afternoon on 1st Thursday of April of each year." Likewise, Article III, Section 1 of said by-laws provides: "SECTION 1. Officers . the Officers of the Association are a President, a Secretary, a Treasurer, a Vice-President, and an Auditor. They shall be elected by majority vote of the members." In the case at bar, the meeting of New Philippines Jockey Association, Inc. was held on April 19, 1990, not on April 5, 1990 which is the first Thursday of April and not in the principal office of the Corporation. Section 51 of the Corporation Code provides that "members' meeting shall be held in the City or Municipality where the principal office of the corporation is located". This provision has been held to be mandatory and not merely directory. ( SEC Opinion, March 1, 1976 ) Moreover, the association likewise elected six (6) officers instead of five which number was provided in their by-laws. It is now crystal clear that the conduct of NPJA election was an outright violation of the association's by-laws and the Corporation Code. Although petitioner Guarino Infantado filed his candidacy on said NPJA election, he is not estopped from questioning said election. In fact he protested to the election committee but was advised by SEC observer Atty. Victor Estrada to file his protest before this Commission. Respondents argued that the members of NPJA were notified verbally but they failed to prove before the undersigned Hearing Officer that all the members were duly notified. In order that verbal notice becomes effective, there must be a proof that the entire membership of the association was duly notified, therefore, Sec. 3, Article I of their By-laws was not followed. AS TO THE SECOND ISSUE : Both parties failed to present evidence to prove that they are entitled to damages, therefore, they are not entitled to the same. WHEREFORE, PREMISES CONSIDERED, the April 19, 1990 election is hereby declared null and void. Accordingly, a special membership meeting for the election of directors and officers of New Philippine Jockey Association, Inc.,is hereby directed to be called by the holdover officers pursuant to their by-laws within thirty (30) days from receipt hereof, unless the parties mutually agree for an extension of such period, under the supervision of this Commission. prLL NO pronouncement as to cost. SO ORDERED. (SGD.) SILVINO T. PAMPILO, JR. Hearing Officer