WHILE the five Yanson siblings welcome their eldest brother Roy Yanson's call for reconciliation and end the family squabbling, they also set their respective conditions.
In a statement issued Thursday, August 22, 2019, Celina, Emily and Ricky said they are amenable to a settlement within the bounds of the law.
"We respect and admire the hand of reconciliation extended by our brother Roy. We love and respect our mother. While reconciliation is not farthest from our minds, it must however, be within the bounds of law and justice," said Emily, one of the board members who is also serving as vice president for administration of Vallacar Transit Inc (VTI).
"Leo Rey must first stop committing acts beyond the bounds of the law, and follow the Family Constitution, and the shareholder's agreement which he himself agreed and signed in 2010 and 2013 respectively," she added.
"Since Leo Rey himself wants to end this via the conciliation route, everything must be in accord with the law. Leo Rey must end extra-legal acts which complicates this issue," added Emily.
Emily is referring to the recent meeting called by Leo Rey last August 19 that was portrayed to the media as a legitimate one. As a former president, Leo Rey does not have the authority to call for a meeting.
Leo Rey was ousted as president last July 7, by virtue of a board resolution adopted by a majority of Vallacar's Board and its shareholders. His eldest brother, Roy, was installed in his stead.
As corporate secretary, Emily is still in a quandary how Leo Rey can assert the legality of this meeting given that majority of the stockholders did not attend the meeting. There was no quorum, said Emily, who, as corporate secretary should alone certify the existence of a quorum where the major shareholders are present. Leo Rey's meeting had neither the numbers nor the shares to conduct a valid meeting.
"Under the Corporate Code, a quorum represents fifty percent plus one. Without the presence of the stockholders representing 61 percent shareholdings and therefore majority of the company, namely, Roy and Susan, Celina and Juan Manuel, Ricky, and myself -- how can a quorum be declared to exist with only 38 percent of the shares represented?"
The majority shareholders had given notice of their opposition of the meeting and unavailability. "Without a quorum," said Emily, adding that "the Leo Rey-initiated meeting was void from the beginning."
"Personally, I think, it was just a waste of time," said Celina Yanson-Lopez, VTI chief financial officer (CFO).
"I don't believe that Leo Rey did not know about the illegality of that meeting. There was no quorum. That meeting should have been adjourned. Majority of the shareholders weren't there. Leo Rey and Ginette hold only 38 percent of the shares, while our mother, Olivia does not have any shares of the company, as reflected in the 2019 SEC General Information Sheet of VTI," said Celina.
"How can a minor shareholder trump the majority shareholders? What do you call then a meeting without a quorum -- a rump or bogus one, right? So, whatever decisions which Leo Rey and the others who attended that meeting had, including those of Charles Dumancas, husband of Ginette, are what we can describe as a 'sham,'" she added.
"Being together once more and reconciling are two things which we will eventually do. We must, however, be cognizant of existing laws and learn to abide by them. For what is the value of talk if afterwards, we will not honor whatever agreements we put on the table?" Celina said.
"We understand Leo Rey's position. As an equal gesture, Leo Rey must likewise respect us, his elders. Let's end these hostilities, go back to the table and discuss amongst ourselves how to move decisively forward. Leo Rey, Ginette and our mother-we truly love them. I guess, we just need to talk things without of course, glossing the law over. We are ready to forgive within the bounds of law," she added.
Meanwhile, Leo Rey welcomed Thursday, August 22, the call of his elder brother, Roy, for family reconciliation but asked him and three other siblings to support their plea with action and apology to once and for all end the family feud that affected the operations of the country's largest bus company.
Leo Rey said he fully welcomes with pride and joy Roy's gesture of reconciliation. "It is for this reason that I come to you for the greater glory of God and to the betterment of family relationships in our common goal to serve the public," he said.
Leo Rey issued the statement to his elder brother in reaction to media articles that quoted Roy as calling for family reconciliation. "Let us be a family again that our dad and mom will be proud of," Roy was quoted as saying in a news conference Tuesday, August 20.
"Let us meet and sit down as one family. Let us set our differences behind us and talk. Let us forgive each other," Roy reportedly said.
Leo Rey said a family reconciliation is possible if those words is supported with honesty and action. "To me, reconciliation not supported by action is useless," he said.
Leo Rey also asked his elder brother to encourage three of their siblings to appreciate the value of forgiveness and reconciliation. "We need a lasting peace and unity to sustain the success of our corporate organization," Leo Rey said.
Leo Rey asked his siblings to let their respective lawyers do their work of corporate resolution as an offshoot to family reconciliation. "To reconcile means to bring lasting peace and happiness to our people and to our family... In order to reconcile, you have to possess the art of deep listening," he said.
"It is not 'forgive and forget' as if nothing wrong had ever happened, but 'forgive and go forward,' building on the mistakes of the past and the energy generated by reconciliation to create a new and better future," Leo Rey said.
"We must prioritize reconciliation. It is unrealistic to expect everyone to agree about everything. Reconciliation focuses on the relationship, while resolution focuses on the problem. When we focus on reconciliation, the problem loses significance and often becomes irrelevant. Reconciliation is a decision that you take in your heart," Leo Rey said.
The feud started on July 7, 2019 when four Yanson siblings - Roy, Ricardo Jr., Emily and Celina - in a purported special board meeting, unceremoniously unseated Leo Rey Yanson as the president of VTI.
Leo Rey was subsequently replaced by his eldest brother Roy Yanson but Leo Rey with the support of his mother, Olivia V. Yanson, and sister Ginnette Y. Dumancas refused to step down.
On August 19, 2019, the stockholders of Vallacar Transit Inc., including the Yanson matriarch, elected a new set of board of directors who subsequently re-elected Leo Rey Yanson as the president of the company.
The special stockholders meeting effectively re-affirmed Leo Rey Yanson as the rightful president of VTI, the largest subsidiary of the Yanson Group of Bus Companies and is the company behind Ceres Liner.
The Yanson Group, the parent company, is one of the largest bus conglomerates in Southeast Asia which operates more than 4,000 buses nationwide.
Established in 1968, the 52-year-old conglomerate founded by the late Ricardo Yanson Sr. together with his wife Olivia, now has a total of 18,000 employees who provide transport services to 700,000 passengers daily.