Re: Special Membership Meeting of QRTODA to Adopt By-Laws and Elections of Officers

[SEC-SICD * CASE NO. 4197. May 21, 1992.] PETITION FOR AUTHORITY TO CALL FOR SPECIAL MEMBERSHIP MEETING OF QRTODA TO ADOPT BY-LAWS AND ELECTIONS OF OFFICERS, CONNIE TUA , petitioner . D E C I S I O N This is a petition for an authority to call for special membership meeting of Queen's Row Tricycle Operators and Drivers Association, Inc. (QRTODA for brevity) to adopt by-laws and elections of officers pursuant to Section 50, Batas Pambansa Bilang 68. cdll In support thereof, petitioner alleged, among other things, that she is a bonafide member of QRTODA, an association duly registered with this Commission as a non-stock corporation under S.E.C. Registration No. 0100674 on August 31, 1981; that as appearing in the Articles of Incorporation, the members of the QRTODA Board of Trustees since its incorporation and supposedly up to the present are as follows namely: Armando Japson, Florentino Sagun, Jimmy Castillo, Jose Remigio and Ernesto Garcia; that all the aforementioned Board of Trustees and/or any corporate officer of QRTODA have apparently abandoned their respective positions and their whereabouts are all unknown or cannot be located despite diligent effects exerted to locate them up to the present, thereby leaving the corporation without any legitimate officer to manage its corporate affairs; that during the absence of the corporate officers of QRTODA since 1982 up to the present, various persons or group of persons have arrogated to themselves the functions of the corporate officers without legal authority such as collection of membership dues and other assessments and thereafter, they misappropriated the collected funds to their personal use or benefits to the prejudice of QRTODA and its members thereby causing chaos and confusion in the QRTODA membership and the public availing QRTODA's transport services; that QRTODA has no constitution and By-laws approved by this Commission since its incorporation up to the present which it shall based its elections of officers and other corporate undertakings, and that in view of the apparent abandonment or unexplained absence of all the aforenamed Board of Trustees and/or Corporate Officers and there being no constitution and by-laws duly approved by this Commission, there is no person authorized to call a meeting of the corporation. On March 23, 1992, an Order was issued requiring the QRTODA and its aforenamed members of the Board of Trustees or corporate officers to file their comment or opposition to the above-entitled petition on or before the hearing on April 6, 1992. But despite receipt of the petition by the QRTODA there was neither comment/opposition filed up to the present nor appearance made by it or the aforenamed members of the Board of Trustees and/or Corporate Officers during the hearings held on April 6, 22 and 28, 1992 and May 6, 1992. Testimonial as well as documentary evidence adduced by the petitioner established that she is a bonafide member of QRTODA and the latter has no constitution and by-laws (Exhibit B) up to the present by which it shall base its elections of officers and other corporate undertakings and its members of the Board of Trustees or Corporate Officers have apparently abandoned or nowhere to be found as testified to by the witness, Ms. Connie Tua and manifested by the absence of any comment, opposition, or appearance by any of them notwithstanding that this petition was made known to the entire membership of the QRTODA. WHEREFORE, premises considered, this Hearing Officer finds the above-entitled petition to be impressed with merit and the same should be, as it is hereby, GRANTED. Accordingly, the petitioner, Ms. Connie Tua is hereby authorized to call a meeting of the QRTODA by giving a written notice, stating the date, time and place of such meeting, to all QRTODA's members at least fifteen (15) days before the meeting for the purposes of adopting the corporation's by-laws and election of the Board of Trustees and/or Officers. Ms. Connie Tua shall preside over the said meeting until at least a majority of the members present have been chosen one of their member as presiding officer. SO ORDERED. (SGD.) ELPIDIO S. SALGADO Hearing Officer