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    Securities and Exchange Commission: Non-Holding of Annual Meeting

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    Bea Alonzo
    The document discusses a request for clarification on whether postponing an annual meeting requires amending the corporation's by-laws. The SEC responds that unless the by-laws are amended, the meeting cannot be postponed or suspended without valid reasons. For this corporation, the approved by-laws amendment justifies postponing the 2005 annual meeting. However, the postponed date has already passed, so the meeting must be called as soon as possible with proper notice. The directors have a duty to hold the meeting without delay to avoid prolonging their terms. The SEC also notes requirements for submitting a General Information Sheet within 30 days of the annual meeting.

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    Securities and Exchange Commission: Non-Holding of Annual Meeting

    Uploaded by

    Bea Alonzo
    42 views2 pages
    The document discusses a request for clarification on whether postponing an annual meeting requires amending the corporation's by-laws. The SEC responds that unless the by-laws are amended, the meeting cannot be postponed or suspended without valid reasons. For this corporation, the approved by-laws amendment justifies postponing the 2005 annual meeting. However, the postponed date has already passed, so the meeting must be called as soon as possible with proper notice. The directors have a duty to hold the meeting without delay to avoid prolonging their terms. The SEC also notes requirements for submitting a General Information Sheet within 30 days of the annual meeting.

    Original Description:

    Non-Holding of Annual Election

    Original Title

    2005OpinionNo05-13

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    The document discusses a request for clarification on whether postponing an annual meeting requires amending the corporation's by-laws. The SEC responds that unless the by-laws are amended, the meeting cannot be postponed or suspended without valid reasons. For this corporation, the approved by-laws amendment justifies postponing the 2005 annual meeting. However, the postponed date has already passed, so the meeting must be called as soon as possible with proper notice. The directors have a duty to hold the meeting without delay to avoid prolonging their terms. The SEC also notes requirements for submitting a General Information Sheet within 30 days of the annual meeting.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    42 views2 pages

    Securities and Exchange Commission: Non-Holding of Annual Meeting

    Uploaded by

    Bea Alonzo
    The document discusses a request for clarification on whether postponing an annual meeting requires amending the corporation's by-laws. The SEC responds that unless the by-laws are amended, the meeting cannot be postponed or suspended without valid reasons. For this corporation, the approved by-laws amendment justifies postponing the 2005 annual meeting. However, the postponed date has already passed, so the meeting must be called as soon as possible with proper notice. The directors have a duty to hold the meeting without delay to avoid prolonging their terms. The SEC also notes requirements for submitting a General Information Sheet within 30 days of the annual meeting.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    of 2

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    Republic of the Philippines


    Department of Finance
    SECURITIES AND EXCHANGE COMMISSION
    SEC Building, EDSA, Greenhills
    Mandaluyong City Metro Manila
    Philippines

    October 10, 2005

    SEC Opinion No.05-13


    Non-holding of annual
    meeting

    ATTYS. JOSEPH J. MARIGOMEN


    and Ma. WINNIE R. LARDIZABAL
    Puno and Puno Law Offices
    P.O. Box 12034 Ortigas Center
    Pasig City

    Gentlemen:

    This pertains to your letter dated September 27, 2005 requesting


    clarification on whether an amendment in the by-laws of your client Essensa East
    Forbes Condominium Corporation to move the annual membership meeting
    from the last Thursday of October of every year to the last l11Ursday of April of
    every year would result to a non-holding of annual meeting for the calendar year
    2005.

    Relative thereto, where the date of the annual meeting is fixed in the by-
    laws of the corporation, the board of directors or trustees cannot change the date
    so as to lengthen their term of office.1Unless and until the by-law provision is
    changed, modified or repealed in accordance with Section 48 of the Corporation
    Code, the meeting can not be postponed or suspended unless for some valid and
    meritorious reasons.2

    I The Corporation Code of the Philippines Annotated by Hector S. de Leon 1980 ed.
    2 SEC Opinion dtd. May 19,1993 addressed to Mr. Conrado F. Mendoza
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    In the case of the subject corporation, the amendment in the by-laws as


    approved by the SEC as shown in the Certificate of Filing of Amended By-Laws
    issued on September 16, 2005 would justify a suspension or postponement of the
    annual meeting for the calendar year 2005. In such case, the annual meeting may
    be postponed to a date later than that fixed in the by-laws, provided proper
    notice of the' change of date is given to the members.3 However, it was observed
    that the scheduled annual meeting of the corporation as provided for in the by-
    laws which was the last Thursday of April, had already lapsed. It is therefore
    advised that the annual meeting of the corporation for the year 2005 be called at
    the soonest possible time, with proper notice as stated earlier. It is the duty of the
    board of directors or trustees to call the annual meeting without the unnecessary
    delay or within a reasonable time, particularly when a demand therefor is made
    on them by the stockholders 01' members, because they can continue to hold-
    over, only as long as their successors have not been elected; hence, it is not
    within their power to delay such election as to prolong their stay in office.4

    With respect to your query- regarding the submission of the General


    Information Sheet, your attention is invited to the provision of our "Amended
    Rules Requiring the Filing of Information Sheet by Domestic Corporations"
    which prescribe, under paragraph 2 thereof, that" A General Information Sheet
    shall be filed with this Commission within thirty (30) days following the date of
    the annual stockholders' meeting. No extension of said period shall be allowed,
    except for very justifiable reasons stated in writing by the President, Secretary,
    Treasurer or other officers, upon which the Commission may grant an extension
    for not more than ten (10) days". It has to be emphasized that violation of said
    rules carries the corresponding penalty prescribed therein.

    Please be guided accordingly.

    Very truly y?rs,

    I.'
    0YL-
    VERNETTE G. UMALI-PACO
    - General Counsel

    3SEC Opinion dtd. 11 December 2003 addressed to Atty. Bede S . Tabalingos


    4Ibid.

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