Time to break the silence

Since the start of the issue of not having a quorum for a long time (15 years) during General Membership Meetings (GMM) at Valle Verde Country Club (VVCC), I have been prodded by well-meaning people to write about the real score here in this column, being a member of the Board of Directors (BOD) and vice president of the more than 3-decades old club.

I have always decided against it, lest I be accused of using the space for my own interest, until after what happened during and after last Saturday’s GMM. I am now left with no choice but to at least do at a reportorial, no-bias account of what transpired for the benefit of those who are uninformed or clueless about what really happened and have been incessantly asking me about it.

To begin with, VVCC is a non-stock, non-profit proprietary membership club whose main aim is to provide its members and their families, sports and social facilities and to promote physical well-being and social interaction among them and their guests.

To date it has 1,936 outstanding membership shares which, by the rules that govern entities such as the club is the basis for determining a quorum.  During proxy validation that was done days before the scheduled last Saturday’s annual GMM for the year 2013 the records showed that a total of 329 proxies were validated.

On the day of the GMM, out of the 329 validated proxies 175, which belong to the Ortigas and Company Limited (one of the only two major holders of membership blocks of the club, the other being San Miguel Corporation) were invalidated due to the absence of their duly assigned representative and their cancelling out the clause in their proxy forms that would allow their votes to be cast by the Chairman of the Meeting.  

That now accounts for only 154 validated proxies and combined with only 94 members actually registered as present made a total of 248 members duly represented during that GMM.

To make a legal quorum out of an outstanding 1,936 membership shares, there should be half of the outstanding shares plus one (1) present or duly represented by proxies during the meeting or a total of 969. Last Saturday’s Valle Verde Country Club General Membership meeting was short of 720 members present or duly represented by validated proxies; therefore there was legally No Quorum.  

After presenting all the documented facts and figures pertinent to the GMM, the club’s duly designated assistant corporate secretary who was officially acting on behalf of the absent designated corporate secretary officially declared that there was legally No Quorum for the 2013 Valle Verde Country Club GMM.

Despite the No Quorum announcement, members of the BOD present answered some members some questions fielded, mostly centered on the issue of the BOD’s invalidating some 580 proxies of last year’s (2012) meeting that were thought to be valid for 5 years.

It was thoroughly explained that in a Special Board Meeting held a few days before the GMM, whose main agenda centered on that particular issue, the 5 members of the BOD voted 4 to 1, with the president and chairman casting the lone dissenting vote. The voting was done after a thorough presentation of the rules, procedures and the law governing the conduct of GMM which specified that proxy forms are only valid for voting on one particular meeting alone. The questioned 580 proxies were for the GMM of 2012 and viewed by the legal minds present as no longer valid for the 2013 GMM.  For the record and for the sake of friendly argument (and for that sake alone), if the BOD had voted otherwise, the 580 proxy forms in question would still not be enough to muster a quorum. 

Now what happened after the official declaration of an absence of a quorum, was some members that were left in the hall conducted another meeting (legal or official is for the court to finally determine) with someone declaring the seat of the chairman as vacant and nominating someone to take his place. Then an election was held amongst them, and I was even part of those “members of the board” elected.

And that’s the truth and nothing but the truth about what happened last Saturday at the VVCC GMM.

In closing let me just state that I am there because I was voted in by the members and entrusted with the responsibility, together with the other members of the board, of crafting policies beneficial to the club and its members. I do not wish to abandon this huge responsibility to a club where my children have grown and have been helped to become God-fearing and responsible citizens, unless I am voted out in a fair and legal General Membership Meeting.

Mabuhay!!! Be proud to be  Filipino.

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