Meeting Minutes

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MINUTES OF THE SPECIAL MEMBERSHIP MEETING
OF 
PACIFIC PLAZA TOWERS CONDOMINIUM CORPORATION
Held at the Function Room, Ground Floor
North Tower, Pacific Plaza Towers on 31 March 2011, 5:00 P.M.


TOTAL MEMBERS’ VOTING RIGHTS PRESENT/REPRESENTED : 59.22%

PROCEEDINGS:

I. CALL TO ORDER

The President, Mr. Edward S. Go, called the meeting to order and presided over the same. The Corporate Secretary, Ms. Ma. Adelina S. Gatdula, recorded the minutes of the meeting.

Mr. Go introduced the members of the Board of Directors present during the meeting, namely, Mr. Augusto P. Palisoc, Jr., Mr. Francis R. Moran, and Mr. John R. Castro. He also introduced the Corporate Secretary, Ms. Ma. Adelina S. Gatdula; the General Manager, Engr. Martin T. Rio and the external auditor, SyCip Gorres Velayo & Co. (SGV) represented by the Partner-in-Charge for PPTCC, Ms. Ana Lea C. Bergado.

II. CERTIFICATION OF NOTICE AND QUORUM

Ms. Gatdula certified that notice of the special membership meeting, together with the agenda thereof, was sent to all the members of record at least seven (7) days before the date of the special membership meeting.

Ms. Gatdula informed the members that, based on the record of attendance as tabulated by SGV, the total voting rights of the members present or represented by proxy in the meeting was 59.22%, and she thus, declared that there was a quorum at the meeting for the transaction of the business.

III. PROPOSED BY-LAWS AMENDMENTS

Mr. Go informed the members that the sole item in the agenda was the approval of the proposed amendments to the by-laws of the Corporation (“Proposed By-laws Amendments”). He added that a By-laws Committee, headed by Mr. Moran, was created to look at the necessary amendments to the by-laws of the Corporation.

Mr. Go also informed the members that votes were being cast and that those you have not done so may get their ballots from SGV at the registration area and drop filled out ballots at the ballot box available at the registration area. He also said that the results would be tabulated by SGV after the meeting and the results would be announced after.

Atty. Ricardo Cruz proposed further changes (in bold print below) in the language of the

Proposed By-laws Amendments as follows:

1. Article II, Section 2.5

“Section 2.5 Notice of Meeting – Notice of any annual or special meeting of the members of the Corporation shall be in writing and sent to all members of record together with the agenda at least forty five (45) or fifteen (15) days, respectively, prior to the meeting. However, any member may waive notice of any meeting, expressly or impliedly.”

2. Article III, Section 3.1

“Section 3.1 Composition, Election and Term of Office – The Corporation shall be governed, and its affairs managed and directed by, a Board of Directors composed of five (5) members to be elected by and from among the members of the Corporation who are not delinquent in the payment of their dues and assessments. The directors shall hold office for a term of two (2) years and until their successors are elected and qualified; provided, however, that no member shall be elected as director for more than three (3) consecutive terms. The election of directors shall be held annually and the members shall vote for such number of directors whose terms shall expire in each year. No individual shall be elected a director unless he is himself a member of the Corporation, or a duly designated representative of a member which is a juridical person. If the elected individual ceases to be a member of the Corporation, or if his designation as representative of a juridical member is subsequently revoked, or the juridical member represented ceases to own a unit in the Condominium Project, then he shall automatically cease to be a director.

“A member who wishes to nominate another member as director must submit to the Corporate Secretary (c/o the General Manager’s office) a copy of the nominee’s curriculum vitae confirmed as correct by the nominee at least sixty (60) days prior to the meeting called for an election.The General Manager will confirm with the nominee if he or she is willing to serve as director. Thereafter, the Corporate Secretary shall circulate to themembers the names and curriculum vitae of the candidates at least forty five(45) days before the meeting.”

3. New Article VI

“ARTICLE VI COMMITTEES

Section 6.1. Committees. – The Board of Directors shall create a Contract Award Committee and such other committees, whether temporary or permanent, as it may deem necessary. The chairman of any committee created shall be a member of the Board of Directors designated by it.

The Contract Award Committee shall be composed of three (3)members, including a member of the Board of Directors. The committee shall review the Management’s evaluation of bids for transactions, services,or procurement the aggregate cost or value of which exceeds Three Million Pesos (Php3,000,000.00) and those whose validity exceeds three (3)years, and make recommendations to the Board of Directors relative to the award of contracts to service providers, suppliers or contractors.”

The proposals of Atty. Cruz were all adopted and reflected in the amendments as shown below. Mr. Andrew Burton said that he does not intend to micro-manage PPTCC but because of his experience in another project, he suggested that the Contract Award Committee should report to the Board and, consistent with the members’ right to know, inform the members of contracts awarded to service providers, suppliers or contractors the aggregate cost of which exceeds Php3 Million and those whose validity exceeds three (3) years. Mr. Jan Van Heeswijk also asked why the creation of the Audit and Technical Committees was not included in the Proposed By-laws Amendments. Mr. Go said the Proposed By-laws Amendments authorize the Board to create such Audit and Technical Committees, and the Board has in fact created them. Thereafter, upon motion made and duly seconded, the following resolutions were passed and approved:

“RESOLVED, AS IT IS HEREBY RESOLVED, that the Corporation hereby approves the following proposed amendments to the By-laws:

“(i) Amendment to Article II, Section 2.5 on Notice of Meeting of Members

‘Section 2.5 Notice of Meeting – Notice of any annual or special meeting of the members of the Corporation shall be in writing and sent to all members of record together with the agenda at least forty five (45) or fifteen (15) days, respectively, prior to the meeting. However, any member may waive notice of any meeting, expressly or impliedly.’

“(ii) Amendment to Article II, Section 2.7 on Proxy
‘Section 2.7 Proxy – Any member and any representative, as defined in Section 2.2 hereof, may be represented by a proxy in all the meetings of the Corporation. The proxy must be in writing signed by the member or representative delegating his representation to another.

‘Proxies shall be valid for such meetings of the members and for such period of time as may be indicated therein, unless revoked by the member or the representative concerned either (i) in a written revocation or a duly executed proxy pertaining to the same membership interest in the Corporation and bearing a later date which is presented and recorded with the Corporate Secretary prior to the scheduled meeting, or (ii) by the personal presence and participation of such member or representative at the meeting.

‘Proxies shall be validated by the Corporate Secretary,tabulated by the external auditor and reported to the members at the start of the meeting.’

“(iii) Amendment to Article III, Section 3.1 on Composition, Election and Term of Office of Directors

‘Section 3.1 Composition, Election and Term of Office – The Corporation shall be governed, and its affairs managed and directed by, a Board of Directors composed of five (5) members to be elected by and from among the members of the Corporation who are not delinquent in the payment of their dues and assessments. The directors shall hold office for a term of two (2) years and until their successors are elected and qualified; provided, however, that no member shall be elected as director for more than three (3) consecutive terms. The election of directors shall be held annually and the members shall vote for such number of directors whose terms shall expire in each year. No individual shall be elected a director unless he is himself a member of the Corporation, or a duly designated representative of a member which is a juridical person. If the elected individual ceases to be a member of the Corporation, or if his designation as representative of a juridical member is subsequently revoked, or the juridical member represented ceases to own a unit in the Condominium Project, then he shall automatically cease to be a director.

‘A member who wishes to nominate another member as director must submit to the Corporate Secretary (c/o the GeneralManager’s office) a copy of the nominee’s curriculum vitae confirmed as correct by the nominee at least sixty (60) days prior to the meeting called for an election. The General Manager will confirm with the nominee if he or she is willing to serve as director. Thereafter, the Corporate Secretary shall circulate to the members the names and curriculum vitae of the candidates at least forty five (45) days before the meeting.’

(iv) Addition in Article III of New Section 3.7 on Transitional Directors

‘Section 3.7 Transitional Directors – Of the five (5)directors in office as of the date of the approval by the Securities and Exchange Commission of these amended By-laws changing the term of office of the directors, two (2) directors, Mr. Augusto P. Palisoc, Jr. and Mr. Edward S. Go, shall hold office for one (1) year from the date of the annual membership meeting immediately after such approval and until their successors are elected and qualified. The three (3)other directors, Mr. Albert F. del Rosario, Mr. Ray C. Espinosa, and Mr. John R. Castro, shall cease to hold office upon the election of their successors during the next annual meeting and after they shall have qualified; provided, however, that nothing herein shall prevent the nomination and election of Messrs. del Rosario, Espinosa and Castro as directors in the annual membership meeting immediately after the approval of these amended By-laws; provided, further, that the terms of Messrs. del Rosario, Espinosa, Castro, Palisoc and Go prior to the approval of these amended By-laws and/or during the transition period shall not be considered for purposes of the applicability of the three (3)-term restriction.’

“(v) Addition of New Article VI on Committees and re-numbering of succeeding articles accordingly

‘ARTICLE VI ‘COMMITTEES

‘Section 6.1. Committees. – The Board of Directors shall create a Contract Award Committee and such other committees,whether temporary or permanent, as it may deem necessary. The chairman of any committee created shall be a member of the Board of Directors designated by it.

‘The Contract Award Committee shall be composed of three(3) members, including a member of the Board of Directors. The committee shall review the Management’s evaluation of bids for transactions, services, or procurement the aggregate cost or value of which exceeds Three Million Pesos (Php3,000,000.00) and those whose validity exceeds three (3) years, and make recommendations to the Board of Directors relative to the award of contracts to service providers, suppliers or contractors.’

“RESOLVED, FINALLY, that the directors and proper officers of the Corporation be authorized and empowered to submit or cause the submission of a copy of the Amended By-laws, duly certified by a majority of the directors, the Chairman of the meeting and the Corporate Secretary, to the Securities and Exchange Commission; to sign, execute and deliver any and all documents; and to do any and all acts, necessary and proper, to give the foregoing resolutions force and effect.”

IV. OTHER MATTERS

A. Proxies

Mr. Go assured the members that the proxies were validated by the Corporate Secretary and tabulated by SGV and that there was no likelihood that long-term proxies would be overlooked because the office of the General Manager and the Corporate Secretary diligently checked the proxies and eliminated those pertaining to sold units and/or expired proxies.

Mr. David Sy inquired on the percentage of proxy votes which Management was holding for the meeting. Mr. Go replied that, as of the last count, Management was holding 46.84% of the total votes present and/or represented in the meeting. Mr. Moran added that these proxies include the old or validly existing proxies issued by the members. He also informed the members that proxy solicitation was designed to ensure attendance/quorum in the meeting. He added that Management solicited new proxies for the special membership meeting but only a few members submitted them.

B. Contract Award Committee

Mr. Go informed the members that Management would come up with procurement policies on top of the mandate of the Contract Award Committee for transparency and consistent with the members’ right to know.

C. Revocation of Proxy

Mr. Dwight Tobiano informed the Board that he executed a proxy last year but would like to revoke the same. He was informed that the proxy would be automatically revoked if the member attends the meeting.

D. Leak

A member reported on the leak which affected six (6) units and that he/they would formalize his/their complaint.

V. ADJOURNMENT

There being no further business to transact, the meeting was, upon motion made and seconded, adjourned.

Certified correct:

MA. ADELINA S. GATDULA
Corporate Secretary

 

Attested by:

EDWARD S. GO
President and Chairman of the Meeting

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