Corpo Cases-2 (1).docx - Corporation Law Cases for Revalida 1 Jose A Bernas v Jovencio F Cinco G.R Nos 163356-57\/163368-69 Perez J NOTE 2 consolidated

Corpo Cases-2 (1).docx - Corporation Law Cases for Revalida...

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Corporation Law Cases for Revalida 1. Jose A. Bernas v. Jovencio F. Cinco G.R. Nos. 163356-57/163368-69; July 10, 2015 Perez, J ! NOTE: 2 consolidated cases Case 1: Gr No. 163356-57 Petitioners: JOSE A. BERNAS, CECILE H. CHENG, VICTOR AFRICA, JESUS B. MARAMARA, JOSE T. FRONDOSO, IGNACIO T. MACROHON, JR., AND PAULINO T. LIM, ACTING IN THEIR CAP A CITY AS INDIVIDUAL DIRECTORS OF MAKATI SPORTS CLUB, INC., AND ON BEHALF OF THE BOARD OF DIRECTORS OF MAKATI SPORTS CLUB Respondents: JOVENCIO F. CINCO, VICENTE R. AYLLON, RICARDO G. LIBREA, SAMUEL L. ESGUERRA, ROLANDO P. DELA CUESTA, RUBEN L. TORRES, ALEX Y. PARDO, MA. CRISTINA SIM, ROGER T. AGUILING, JOSE B. QUIMSON, CELESTINO L. ANG, ELISEO V. VILLAMOR, FELIPE L. GOZON, CLAUDIO B. ALTURA, ROGELIO G. VILLAROSA, MANUEL R. SANTIAGO, BENJAMIN A. CARANDANG, REGINA DE LEON-HERLIHY, CARLOS Y. RAMOS, JR., ALEJANDRO Z. BARIN, EFRENILO M. CAYANGA AND JOHN DOES Case 2: G.R. Nos. 163368-69 Petitioners: JOVENCIO F. CINCO, RICARDO G. LIBREA AND ALEX Y. PARDO Respondents: JOSE A BERNAS, CECILE H. CHENG AND IGNACIO A. MACROHON FACTS: Makati Sports Club (MSC) is a domestic corporation w/ a primary purpose of establishing and providing social, cultural, recreational and athletic activities among its members Petitioners in Case 1, called the Bernas Group were among the Members of the Board of Directors and Officers, whose terms were to expire either in 1998 or 1999 Petitioners in Case 2, called the Cinco Group are members and stockholders of the corporation, and elected members of the Board of MSC during the Dec 17, 1998 Special Stockholders meeting The stockholders, representing at least 100 shares asked assistance from MSC Oversight Committee to call for a special stockholders meeting to remove the sitting officers and elect new ones Due to rumored anomalies in handling the funds of the corporation, the MSCOC demanded Bernas Group to resign and pave the way for the election of new officers
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Thus, MSCOC called a 1997 Special Stockholders Meeting and sent out notices stating the time, place, and purpose of the meeting During the meeting Officers of the Bernas Group were removed Cinco et al were elected The Bernas Group then filed an action before the Securities Investigation and Clearing Department (SICD) of the SEC They seek to nullify the Special Stockholders Meeting since it was improperly called That under Sec 28 of Corporation Code, the authority to call a meeting belongs to the Corporate Secretary, NOT with the MSCOC, a mere oversight body, with no power to call for corporate meetings Thus, since the meeting was unauthorized, their removal and the subsequent election should be nullified CINCO GROUP: that such meeting is allowed by the Corporation Code and MSC By-Laws That Sec 25 of MSC By Laws merely authorizes the corporate secretary to issue notices of meetings, and nowhere does it state that such sole authority belongs to the corporate secretary That it would be useless to request the Secretary to call for a meeting because such Secretary repeatedly refused to call for a meeting despite demands
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