SEC resets Baguio Country Club meet

The Securities and Exchange Commission (SEC) has rescheduled the holding of the annual meeting of Baguio Country Club Corp. (BCCC) to Nov. 28 to allow shareholders to submit their proxies for validation.

In an order issued Wednesday, the SEC said it was constrained to reset the annual meeting by another month due to non-compliance with the basic rules on proxies. The meeting was originally scheduled on Oct. 15.

A team sent by the SEC to oversee the validation of proxies submitted to BCCC found out that many of the proxies were undated and others have no letter of authority or special power of attorney.

The commission said a quorum might not be met for the annual stockholders meeting if the questioned proxies were to be excluded.

The meeting is intended to compel BCCC to elect a new set of directors in compliance with Sec. 23 of the Corporation Code, which provides that the term of the board of directors of a stock corporation is limited to only one year.

While it held an annual stockholders meeting last year, BCCC had failed to elect a new board of directors. Under BCCC’s by-laws, however, the term of office of its board members is two years.

Under Sec. 50 of the Corporation Code, "regular meetings of stockholders or members shall be held annually on a date fixed in the by-laws."

The SEC has designated director Benito Cataran and Rosalina Tividad-Tesorio of the Company Registration and Monitoring Department and director Justina Callangan of the Corporation Finance Department to supervise the scheduled meeting.

The SEC said the annual meeting must be held preferably at the principal office, if feasible. Otherwise if the exigency demands, the meeting shall be conducted in an alternate venue to be determined by the SEC or its duly designated representatives within Baguio City.

The BCCC board argued that the SEC has no jurisdiction over the case considering that with the promulgation of the Securities Regulation Code, jurisdiction over all intra-corporate cases including the authority to hear and decide controversies in the election or appointment of directors was transferred to the regional trial Courts.

BCCC said that while the SRC retained the SEC’s power to compel officers of any registered corporation to call meetings, the commission can not by itself call and conduct a stockholders meeting.