What If the 2008 By Laws were implemented per Order of the RTC Branch 80 Judge?
Oh No! What if….
If the Regional Trial Court Branch 80 judge issues an Order to Execute her decision on Civil Case Q-09-207 promulgated way back July 5, 2013, the Sheriff will be obliged to enforce obedience by the plaintiffs and defendants. The defendant in this case is the PCCI. The decision of the Judge is that the 2008 By Laws of PCCI was validly approved.
How the Board is Elected.
The Board of Directors is divided into two “classes” of eight and seven members each, elected in alternate years, each with a term of two years overlapping one another. Each “class” is called by the year the term ends, thus Class 2010 refers to the class whose term ends in 2010, and so on and so forth.
A year in a term of office coincides with the calendar year in accordance with the By Laws. In order that there could be time to prepare the annual report which includes an audited financial report, the Annual General Meeting and Elections of Directors was moved from February to May starting 2004. In effect the directors whose term end on December 31 of a particular year are hold overs for a period of 5 months from January to May of the succeeding year.
What Happened?
Prior to the adoption of the amended 2008 By Laws in May 17, 2008, there was no limit to the number of consecutive 2-year terms that a director could be eligible for office. The amended 2008 By Laws provided for the limitation of two consecutive 2-year terms of office and one year hiatus. With the adoption of the 2008 By Laws, the limitation took effect starting with those elected in 2008.
And there is the rub—the directors elected in 2008 who should have stepped down in 2012 to begin the one-year hiatus from office did not step down and instead run for and were elected starting 2012. The succeeding class followed suit. The PCCI reverted to the 2003 By Laws in 2012.
Who and What Should Have Been?
This class (we will refer to as Class X) was elected in 17 May 2008, for a 1st term of 2 years ie up to 2010, when the 2008 By Laws were approved by the General Membership. This Class was again reelected for a 2nd term, in 15 May 2010 for a term of 2 years ie up to 2012. By the provisions of the 2008 By Laws, this class should have stepped down in 2012 and become eligible for election in 2013. Instead it run for and were “elected” for a 3rd 2-year term on 19 May 2012 i.e., up to 2014.
CLASS X
Term……………………………………..2008-10……… 2010-12………2012-14(in question)
Ballots Cast……………………………….314………………218…………..211
- Augusto Benedicto S Santos III..311………………199……………188
- Ronnie Natividad…………………….309………………204……………201
- Roland Gapuz…………………………309………………181……………134
- Milo Valdes…………………………….309………………132……………140
- Jose Leynes…………………………..307…………..resigned……….. —–
- Godofredo Salud…………………….303………………189…………….150
- Eugene Mario Reyes……………….220………………163…………….157
- Emmanuel Santos…………………..179………………184…………….164
- Yvette San Diego……………………——……………..147…………….186
Of this Class X, only Yvette San Diego could be considered as having been elected in accordance with 2008 By Laws. There is no shadow over her stay in office from the time she was elected in 19 May 2012 until May 17, 2014. She is not eligible however for candidacy on 17 May 2014 because that is the beginning of her one-year hiatus from office. What about the other seven? With the promulgation of the decision of RTC Branch 80 in 5 July 2013, this seven should have stepped down last August 2013 and waited until 17 May 2014 when they can then become eligible to run for a new 2-year term of office— in accordance with the 2008 By Laws. We now know that In August 2013, the Board asked the RTC Branch 80 to reconsider its July 5, 2013 decision and used this to conclude that the RTC Branch 80 decision was NOT final and executory and so the 2008 By Laws implementation was deferred by action of the Board. The PCCI Board filed two motions for reconsideration which were both denied by the Court. The PCCI has filed a 3rd Motion for Reconsideration with the RTC Branch 80 last 27 March 2014.
The succeeding class (referred to as Class Y) was elected in 16 May 2009 for a 1st term of 2 years ie up to 2011. Then this class was reelected in 21 May 2011 for a 2nd term of 2 years i.e. up to 2013. By the provisions of the 2008 By Laws, this class should have stepped down in 2013 and become eligible for election in 2014. Instead it run for and were elected for a 3rd 2-year term on 18 May 2013 i.e., up to 2015.
2009-11 2011-13 2013-15(in question)
Ballots Cast 214 240 264
- Florentino C Bustos, 193 146 —–
- Johnny Filart, 192 resigned —–
- Jesse H Andres, 192 resigned ——
- Alice Juico, 189 239 194
- Jose Damito, 187 148 186
- Albert Dichaves, 184 172 —–
- Simon Sim, 160 167 104
- Blanca Bascon —— 171 136
- R S Castaños —— 163 —–
- Maribel Sy —— —— 157
- Alfonso Ilagan —— —— 120
- William Thio —— —— 133
Of this Class Y, only 4 —- Maribel Sy, Blanca Bascon, Alfonso ilagan and William Thio–can be considered as having been elected and sitting validly in accordance with the provisions of the 2008 By Laws. There is a shadow over the election and sitting of the other 3 — Alice Juico, Jose Damito and Simon Sim.
So What If?
IF the RTC Branch 80 Judge Charito Gonzales denies the 3rd motion for reconsideration of the PCCI AND issues an Order for Execution of the Courts decision, i.e., to implement the 2008 By Laws, this Order will be enforced by the QC Sheriff. If PCCI Board complies:
- The 7 aforementioned directors of Class X – AB Santos, R Natividad, E Valdes, G Salud, R Gapuz, E Reyes & E Santos–will have to relinquish their office. The remaining one–Yvette San Diego will continue to sit validly until 17 May 2014. She is not eligible to run for office. The 7 however are eligible to run for office on 17 May 2014.
- The 3 aforementioned directors of Class Y— A juico, Jose Damito and Simon Sim– will have to vacate their office and start their one-year “vacation” from office. They can hang around to support their candidates.
- Only 5 incumbent directors will remain in office — Y San Diego, M Sy, A Ilagan, B Bascon & W Thio–to conduct the PCCIs business albeit on a reduced scale; because they do not constitute a quorum. Yvette San Diego, being the Corporate Secretary, may lead the sitting directors supervise and conduct the Annual Meeting and Elections.
- A total of eleven (11) positions for director shall be open for nomination and election.
What If the PCCI Board and Officials Do Not Comply?
Whole new ball game !!!
Paradise PCCI 