Bohol Chronicle: The Securities and Exchange Commission has dismissed a petition filed by businessman Mariano L. Uy asking the Commission to compel Bohol Wisdom School, Inc. to call a meeting of its members pursuant to its by-laws.
The Bohol Wisdom School, Inc. was assisted by counsel Atty. Alexander H. Lim of the Trabajo-Lim law Office, Tagbilaran City.
Petitioner alleged that the subject corporation is not holding its meetings as provided in its by-laws for "quite some time". Though not refuting the alleged failure to hold the regular semi-annual meetings, defendant BWS argued that the Petition should be dismissed for lack of jurisdiction since it involves an election controversy.
Said school cited Securities Regulations Code (SRC Sec. 5.2), that stated: "jurisdiction over such cases as enumerated in Section 5 of Presidential Decree No. 902-A, was transferred to the courts of general jurisdiction."
However, the Commission examined the Petition's allegations in resolving the issue of jurisdiction.
A perusal of the Petition reveals that it does not involve an election controversy.
Although it contains conclusions regarding the legality of the titles of the subject corporation's present trustees or officers, these conclusions do not necessarily mean that it already involves an election contest, SEC said.
Crucially, the Petition only prayed for the Commission to order the calling of regular semi-annual meetings in accordance with the subject corporation's by-laws. The Petition did not implore the Commission to rule upon the legality of title or claim to any elective office in the subject corporation.
Hence, pursuant to Sec. 5.1 (k) giving SEC the power to "compel the officers of any registered corporation or association to call a meeting of stockholders or members thereof," an Order dated April 18, 2007 was issued directing BWS to confirm whether in fact it held meetings and to submit its General Information Sheet and the attendance and minutes of meetings.
The records on file at the SEC, however, particularly the subject corporation's General Information Sheet for the years 2007, 2008 & 2009 revealed that the BWS annual meetings of members were held on March 10, 2007, March 10, 2008 and March 10, 2009. SEC thereby, concluded that the records at hand rendered the petition for calling of meetings moot; and premises considered, the petition is dismissed for being moot and academic.
The 3-page Order dated November 11, 2009 was issued by Vernette G. Umali-Paco, SEC General Counsel.
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