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Loyola Grand Villas Homeowners Association, Inc.
(LGVHAI) was organized on 8 February 1983 as the
homeoenwers' association for Loyola Grand Villas. It
was also registered as the sole homeowners'
association in the said village with the Home
Financing Corporation (which eventually became
Home Insurance Guarantee Corporation ["HIGC"]).
However, the association was not able file its
corporate by-laws.
The LGVHAI officers then tried to registered its ByLaws in 1988, but they failed to do so. They then
discovered that there were two other homeowners'
organizations within the subdivision - the Loyola
Grand Villas Homeowners (North) Association, Inc.
[North Association] and herein Petitioner Loyola
Grand Villas Homeowners (South) Association, Inc.
["South Association].
Upon inquiry by the LGVHAI to HIGC, it was
discovered that LGVHAI was dissolved for its failure
to submit its by-laws within the period required by the
Corporation Code and for its non-user of corporate
charter because HIGC had not received any report on
the association's activities. These paved the way for
the formation of the North and South Associations.
LGVHAI then lodged a complaint with HIGC Hearing
Officer Danilo Javier, and questioned the revocation
of its registration. Hearing Officer Javier ruled in favor
of LGVHAI, revoking the registration of the North and
South Associations.
Petitioner South Association appealed the ruling,
contending that LGVHAI's failure to file its by-laws
within the period prescribed by Section 46 of the
Corporation Code effectively automatically dissolved
the corporation. The Appeals Board of the HIGC and
the Court of Appeals both rejected the contention of
the Petitioner affirmed the decision of Hearing Officer
Javier.
Issue:
W/N LGVHAI's failure to file its by-laws within the
period prescribed by Section 46 of the Corporation
Code had the effect of automatically dissolving the
said corporation.
HELD:
No.
HELD:
ISSUE:
Whether or not Galvans employment contract is void.
HELD:
No. PMI Colleges never even presented a copy of the
by-laws to prove the existence of such provision. But
even if it did, the employment contract cannot be
rendered invalid just because it does not bear the
signature of the Chairman of the Board of PMI. ByLaws operate merely as internal rules among the
stockholders, they cannot affect or prejudice third
persons who deal with the corporation, unless they
have knowledge of the same. In this case, PMI was
not able to prove that Galvan knew of said provision
in the by-laws when he was employed by PMI.
YU VS. YUKAYGUAN
The case stemmed from the petition of Anthony Yu et. al.
against his younger half-brother Joseph Yukayguan et. al.,
who were all shareholders of Winchester Industrial Supply
Inc., a company engaged in hardware and industrial
equipment business.
Accusing his older brothers family of misappropriating funds
and assets of the company, Yukayguan filed a derivative suit.
After trial, the Cebu Regional Trial Court dismissed the case,
saying Yukayguan failed to follow and observe the essentials
for filing of a derivative suit or action. The ruling was upheld
but later reversed by the Court of Appeals, prompting Yu to
elevate the matter to the SC.
ISSUE:
Whether or not Derivative suits filed by Yukayguan is
meritorious