THE Yanson Four—Roy, Ricky, Celina and Emily—through their legal counsels filed another petition for injunction against their youngest brother, Leo Rey to invalidate his call for Special Board Meeting (SBM) on August 19.
The petition was filed Friday where the four are asking the court to enjoin LRY from calling meetings and representing himself as President until the full and final determination of the issues raised in two civil suits pending before the Sala of RTC presiding Judge Eduardo Sayson of Branch 53.
The injunction, filed before the Regional Trial Court (RTC) of Bacolod City, is a request for the issuance of a 72-hour Temporary Restraining Order (TRO) upon the filing of the application and the granting of an extension for another 72-hour TRO until the application of the writ of preliminary injunction can be heard.
In their application, the Yanson Four stressed the legality of the July 7 board resolution which removed LRY as President due to loss of trust and confidence. Despite LRY not being a corporate officer, LRY continues to usurp the functions of his successor, his eldest brother Roy, by issuing inter-office company memoranda and circulars, press releases presenting himself as VTI president and acting as such before VTI employees and the public, the Yanson four said.
Last August 13, LRY issued a so-called “Notice of Special Stockholders’ Meeting to Elect New Board of Directors and Officers.” Notices were sent to Celina Yanson-Lopez who remains as board director and the chief financial officer of the company, brothers Roy as president and Ricky, a day later.
That notice, says the Yanson Four, was issued despite the pendency of two commercial cases no 19-118 and 19-120 before the Sala of Regional Trial Court Presiding Judge Eduard Sayson of Branch 53.
Those commercial cases, specifically the first one bearing case no. 19-118, was initiated by LRY himself which questioned the July 7 SBM of VTI directors which led to his removal as president.
By filing this case, the Yanson Four opines, LRY recognized the need for court intervention to determine and confirm whether or not he still is the company’s president.
When LRY issued that August 13 notice, the Yanson Four stressed that it appears that LRY is disregarding the existence of the pending case which he himself filed and has now put the law into his own hands.
“Defendant LRY has now placed himself above the law and mocked the very judicial processes which he himself had invoked and set in motion through Commercial case no. 19-118. LRY has no authority to call for a Special Stockholders’ Meeting, let alone issue the notice therefore as the VTI’s president as he himself has sought the confirmation of that authority in Commercial case no. 19-118. Worse, his call and notice for that proposed meeting violate the Revised Corporation Code and the by-laws of VTI,” the Yanson four adds.
Under the VTI’s by-laws, the replacement through election of the Board of Directors happens in the Regular Annual Stockholder’s Meeting and not in a Special Stockholders’ Meeting which LRY intends to convene on August 19.
Furthermore, the Yanson Four emphasized that there are no vacancies as the terms of the directors last for one full year, required under Section 22 of the Revised Corporation Code. LRY has to get approval from the Corporate Secretary, a position which is occupied by Emily Yanson, her sister, to make legal his notice for a stockholder’s meeting.
The Yanson Four disapproves of LRY continuing to act and usurp the functions of the company’s president when he no longer occupies said position.
“By continuing therefore, to act as company president is without a doubt equivalent to defying the law and a gratuitous determination by an ordinary litigant of the issue now pending before this Honorable Court,” a portion of the petition states.