Philippines
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Pasig City RTC asked to nullify National Golf Association's board of trustees election
Pasig City RTC asked to nullify National Golf Association's board of trustees election
Former Pampanga congressman Juan Miguel "Mikey" M. Arroyo and businessman Rodolfo V. Soriano have asked the Pasig City Regional Trial Court (RTC) to declare “null and void” the April 5, 2024 election of the board of trustees of the National Golf Association of the Philippines (NGAP).
Named respondents in the case were NGAP president Martin Ignacio P. Lorenzo, secretary general Valeriano L. Floro II, and members of the board of trustees Avelino M. Sumagui, Marcus Antoninus T. Andaya, Norbert Chico, Jose Gerald L. Asuncion, and Raymond Bunquin.
The NGAP is a non-stock corporation with headquarters at the Philsports Complex on Meralco Avenue in Pasig City. It is composed of various golf clubs in the Philippines.
In their complaint, Arroyo and Soriano told the court that "every corporation has the inherent power to adopt By-Laws for its internal government, and to regulate the conduct and prescribe the rights and duties of its Members towards itself and among themselves in reference to the management of its affairs."
“As the self-imposed private laws of a corporation, the By-Laws have the force and effect as laws of the corporation,” they said.
However, they pointed out that the NGAP By-Laws were not followed in the conduct of the election of the board of trustees.
They said that one of the violations was that the current board failed "to hold elections within the mandated two-year period."
With the last elections held in February 2021, the complainants said “its current Board had been holding over for at least one (1) year."
“Realizing there is an urgent need for change within NGAP because of these anomalies, Arroyo and Soriano decided to pursue their candidacies. They then started soliciting proxies from other club-members for the upcoming elections,” they said in their complaint.
Arroyo and Soriano recounted that they later unofficially learned from friends that the elections were planned to be held on April 5.
They told the court that they discovered that NGAP never sent an official Notice of Meeting and Agenda from the Secretary General, as required by NGAP’s By-Laws.
They said the Nominating and Election Committee (NOMELEC) last February issued rules for the elections including using an “official proxy form” that has to be signed by the president or general manager of the club-members.
“This ‘official proxy form; is neither specified in the Articles of Incorporation nor By-Laws of NGAP, “ they also said.
“Worse, the ‘official proxy form’ imposed that it be signed by either the President or General Manager of the Club-members, again an unauthorized restriction,” they lamented.
Despite these, Arroyo said he timely complied with the illegal requirements and even followed up with Sumagui the status of the proxies.
They said they were able to secure 28 proxies from member organizations to support their elections.
“Sumagui never honored Arroyo or counsel with the courtesy of a reply on the status of his proxies, despite the proximity of the alleged meeting,” the complainants said.
Thus, Arroyo said his counsel went to the NGAP’s office at the Philsports Complex in Pasig City to have his original proxies examined.
“However, Arroyo’s efforts proved futile, as he was denied entry by the security guard on duty, ‘SG Resin C. Serato,’ on the ground that there supposedly was no personnel at the NGAP Office,” they said.
“They further learned later that on 2 April 2024, Wack-Wack received a copy of a Proxy Invalidation Letter at 6:57 PM, or only three (3) days prior to the scheduled elections,” they said.
They pointed out that “Romulo and Floro invalidated the majority of the proxies issued in Arroyo’s favor. Romulo, reportedly acting upon Sumagui’s instructions, brought only the ‘NGAP-compliant proxy forms.’” Only 12 proxies were considered as compliant, they said.
“The 2024 elections proceeded despite the glaring irregularities the current NGAP Board of Trustees and NOMELEC Members refused to address. Expectedly, Lorenzo and a majority, if not all incumbent members, were re-elected. Clearly, because their proxies were illegally excluded, Arroyo and Soriano were not,” they also said in the complaint.
Arroyo and Soriano asked the court to declare all elective positions in the NGAP board vacant for violations of the By-Laws and to call for another meeting to elect a new set of of the board of trustees.