USA: Dismissed directors of FACLA reinstated. Nyet!

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By Dionesio C. Grava
Chief of Reporters
(http://www.pinoywatchdog.com)

A court in Los Angeles has mandated that five directors dismissed from the Filipino American Community of Los Angeles (FACLA) be reinstated.

FACLA to court: Not just yet!  In a Final Statement of Decision dated Feb. 1, 2012, a copy of which was obtained by this writer, Judge Michelle R. Rosenblatt of Dept. 40 of the Los Angeles Superior Court “reinstates Plaintiffs as directors of FACLA for the term commencing January 1, 2012, as their illegal removal was for almost an entire term.”

The plaintiffs referred to are Oliver Sulit, Clarita Julian, Paul Julian, Rosalinda Nery, Purita Dinsay and Austin Baul. Except for Mrs. Julian, all were FACLA directors who, according to the court, were illegally removed from the organization.

According to the Court findings, above plaintiffs were stripped of their status as executive officers of the FACLA Board during a specially set meeting of February 11, 2010. Thereafter, a court suit was initiated by plaintiffs asking the Court to set that decision aside as being without due process.

The Court said that while it finds nothing in the FACLA ByLaws preventing the Board from relieving appointed officers, it gives weight to the plaintiffs’ contention “that Defendants, although they put forth different reasons at trial, were in fact trying to clean house and bring in officers who were more sympathetic to the President’s positions.”

“That is not grounds to remove an officer pursuant to Article V, Section 5, paragraph 4,” the Court determined, alluding to the organization’s by-laws. It said that the plaintiffs have sustained their burden of proof that their removal was not in compliance with the by-laws.

Listed as defendants were Gregorio Gatus, Abelardo Lopez, Alfonso Aquino, Larry Calonzo, Freddy Cruz, Ray E. Edpau, Alberto Frias, Irebe Jamolad, Femie Nieva, Rudy de la Cruz, Sonnie del Rosario, Tessie Estruas, Nora Jusi, Manny Nicdau, Larry Pelayo, Gloria Resurreccion, Patricia Kegley and Filipino American Community of Los Angeles, Inc., a not-for-profit corporation and Does 1-20 inclusive.

Meanwhile, an election took place on Nov. 20, 2011 and according to a certification issued by the FACLA Commission on Elections, the following candidates (in alphabetical order) of the Coalition for Better Community garnered the highest number of votes for the 15 seats of the board of FACLA:

1. Aguayon, Adolpino – 375 votes
2. Azaula, Ner – 370 votes
3. Basilio, Bienvenido – 367 votes
4. Florendo, Cris – 339 votes
5. Go, Resty – 322 votes
6. Jamorabon, Sally – 347 votes
7. Mandia, Brigido – 322 votes
8. Parino, Alice – 359 votes
9. Prado, Jesus – 340 votes
10. Reyes, Leticia – 381 votes
11. Rongavilla, Francisco – 328 votes
12. Salvatera, Norma 347 votes
13. Santos, Fender – 351 votes
14. Saysay, Karen Lyn – 340 votes
15. Tobias, Perfecto – 337 votes


Regarding that election, Judge Rosenblatt issued a two-page Proposed Stipulation and Order dated Nov. 18, 2011 containing an interim order that to maintain the status quo of the FACLA Board of Directors, “Should the Court determine that plaintiffs are to be appointed to the new Board of Directors, they will take their office at the same time the remaining Board Members take their office and for such duration as the Court orders in its final judgment. In that event, only those 10 candidates with the highest number of votes will be elected.” (Underlining mine.)

On Jan. 15, 2012 some of the directors held an organizational meeting and an election of executive officers of FACLA took place, over the objection of Plaintiffs. Those elected officers were the following:

Adolpino Aguayon, president; Norma Salvaterra, 1st vice president; Perfecto Tobias, 2nd vice president; Ner Azaula, 3rd vice president; Crescencia Florendo, secretary; Alice Parino, treasurer; and Brigido Mandia, auditor. It is in their capacity as new officers that Adolpino Aguayon, Norma Salvatera, Cris Florendo, Alice Parino and Brigido Mandia filed with the same Court a Complaint in Intervention for Declaratory and Injunctive Relief dated Feb. 10, 2012.

Calling themselves as plaintiffs/intervenors, they said that “being the current DIRECTORS and OFFICERS of FACLA, having been duly elected as Directors on November 20, 2011 in a general elections, are being adversely affected by the acts of Defendants in interfering in the management and day to day activities of the organization by reason of the court’s decision of February 1, 2012 that purports to reinstate defendants as Directors of FACLA commencing January 1, 2012.”

The preliminary pages to the Complaint signed by one Norma Salvatera, Vice President, FACLA (For herself and in behalf of the other plaintiffs/intervenors), stated that plaintiffs/intervenors “are being adversely affected by the acts of Defendants in interfering in the management and day to day activities of the organization by reason of the court’s decision of February 1, 2012 that purports to reinstate defendants as Directors of FACLA commencing January 1, 2012.”

The Complaint further states that Oliver Sulit and Clarita Julian are not included “as party Defendants in this complaint for intervention because they were not elected as directors and the assailed decision would not be applicable to them.”

The stated grounds for reconsideration of the above Court order, according to the plaintiffs/intervenors are that the original plaintiffs (now defendants) did not file their candidacies in office which “only means one thing – they no longer wish to serve the organization in an official capacity… appointing them as directors would be tantamount to a forced labor on their part, and/or grossly unfair to the entire membership to be given leaders who have no interest to serve the organization.”

Additionally, the plaintiffs/intervenors said that the issue of defendants serving their unexpired term is now moot and academic because “defendants were to serve as directors of the organization for 2009-2011. That period is now part of the past.”

NEW EXECUTIVE OFFICERS. Regarding the meeting and election of new FACLA officers on Jan. 15, 2012, plaintiff Austin G. Baul protested “that Mr. Aguayon, Ms. Salvaterra, Mr. Azaula and Ms. Parino are the only legal Directors who participated in the meeting and the rest are losers in the last November 20, 2011 FACLA general elections and therefore these losers cannot have a legitimate claim to a seat in the Board.” In holding that meeting and election, Baul said, Aguayon and his group violated certain articles of the California Corporation Code and the FACLA bylaws pertaining to proper notification and quorum requirements.

Subsequently, during the Board of Directors’ regular meeting on Feb. 6, 2012, the following developments transpired:

“Director Basilio moved to declare the Election of Officers on January 12, 2012 to be void ab initio. The motion was seconded by Director Santos. Mr. Aguayon asked if there is any discussion. Director Basilio rise to question the validity of the election and stated his grounds as follows: 1.) There was no proper and legal notice to the other four (4) elected officers namely: Mr. Ben Basilio, Mr. Jess Prado, Ms. Letty Reyes and Mr. Fender Santos, 2.) The aforesaid directors were deprived of their rights to participate and deliberate in the proceedings, 3) There is a lack of quorum due to their inability to attend and vote, 4.) This election is in violation of a prior motion unanimously approved at a prior meeting last January stating that the election of executive officers is deferred until the final decision of the Superior court will be received. The Chair asked if there are further discussions, hearing none he calls for a vote. There, were nine (9) yeas, zero nays and one abstention. Since the majority of the members of the Board have declared the election of the Executive Officers invalid the following persons can not and will not exercise any authority and usurp the duties of their office: Mr. Adolpino Aguayon (still acting President), Ms. Norma Salvatera, 1st Vice President, Mr.Perfecto Tobias, 2nd Vice President, Mr. Ner Azaula, 3rd Vice President, Ms. Crescencia Florendo, Secretary, Ms. Alice Parino, Treasurer, Mr. Bngido Mandia, Auditor.”

In attendance during that meeting were Adolpino Aguayon, acting president; Bienvenido Basilio, director; Austin Baul, director; Purita Dinsay, director; Erlirida Guerchom, director; Paul Julian, director; Erlinda Nery, director; Jesus Prado, director; Leticia Reyes, director; and Fender Santos, director. Directors absent: Ner Azaula, Sally Jamorabon, Alicia Parino, Norma Salvatera and Karen Saysay.

JUDGE’S DECISION. Regarding the Plaintiffs’ desire to be reinstated to their original positions as officers of the organization, the Court in rejecting it said that “Every term, and from time to time as necessary, the current board has the authority to appoint officers. A new board is in place or is coming into place shortly. It is up to
the new board to choose officers that it believes will best serve the current board.”

The Court also disagreed with the plaintiff’s assertion that the appointments of Ms. Resureccion and Mr. Edpau as directors and the removal of Clarita Julian as office manager were “illegal and null and void” because of lack of quorum. It said that the Board was a lawful board and had the authority to fill vacancies.

 

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