Edition Number : 121 June 24, 2013 Southwoods - Fore 7 Newsletter FORE 7 Brain Freeze Brain freeze is that sensation one gets when one gets a very cold chilling thing like ice cones in to one’s mouth and the chill reaches the brain and momentarily stuns you..... This was the sensation I got when I heard the news that the Southwoods Board on its June board meeting issued a resolution suspending indefinitely Jimmy Gosiaco, Hanson So and Ernie Salazar together with 7 or 8 other individuals led by Billy Gualberto. I don’t have the full list but that is 10 or 11 members of the club whose life would be altered in the next several months. Brain freeze was the same sensation I got when I first heard the declaration of the suspension of the writ of habeas corpus in 1972 by President Ferdinand Marcos as a prelude to martial law. The chill in my bones just went straight to my brain. At that time, many Filipinos gave President Marcos the benefit of the doubt and said; maybe this is what our country needs. Maybe, a number of shareholders of Southwoods will think that maybe, the board is exercising prudent and beneficial action for the benefit of the club. Until of course we personally witness and are affected by the excesses of the ruling cabal as the Filipino people ultimately found out that the Marcos vision was good only for the Marcos family. How long before we realize that the board action is good only for the Sobrepena family? Bully The Southwoods Board action on the suspended members cannot be anything but bullying. They have the power and the money of the club, and the suspended members have really nothing but their limited resources to fend for themselves. And the board imprudently exercised their power and suspended the members without the due process that even our club’s bylaws prescribe. There were no hearings, no opportunity for the suspended members to present their case and argue why they should not be penalized, and in the case of the group led by Billy Gualberto, the board action is at least 5 years after the supposed infraction and appears to be a very late kneejerk. They also have been bullying the shareholders of Southwoods by not engaging the members and abusing the legal systems in order to perpetuate themselves in their position of power. How? 1. They have intentionally failed in their fiduciary responsibility as Directors of the club in arranging an annual shareholders meeting for shareholders to approve their actions and elect directors. They have intentionally avoided securing shareholders approval of all their actions. In fact in a scheduled meeting in June 2011, some directors absented themselves from the meeting they themselves called. Other directors directed the corporate secretary not to count shares proxied to them just to avoid a quorum for the meeting. It has been three years that the board has failed in organizing a shareholders’ meeting. This is one of the board’s primary responsibility and they have avoided it. 2. The board has amended the proxy solicitation and election rules that have been in place in the last twenty years, possibly even violating the bylaws of the club, and making it difficult for proxies to be solicited. This makes attainment of quorums in shareholders meeting impossible. 3. The board has intentionally turned a deaf ear to questions or challenges to their actions and have forced members to go to court for settlement of differences of views. They have arrogantly accorded to themselves infallibility of their decisions subject only to court corrections or modifications. This is more appropriate to privately held corporations whose ownership is clearly under the control of a group who controls the majority, but not to a social club whose ownership is much more diffused and whose directors hold but just nominal shares. This is clearly an abuse of the legal system and should have no place in a social/sports club where membership is supposed to be a privilege and consultations and consensus building will be more the norm than the exception. The question is what do you do with bullies? Quorum In the next issue, we will analyze the history of the failed Shareholders meeting in the last three years. Wait for it. In the meantime, Fore! Your Southwoods hacker. Click here to go to southwoodsgolfer
Posted on: Tue, 25 Jun 2013 00:07:28 +0000
Trending Topics
Recently Viewed Topics
© 2015