Corporation Code Of The Philippines
TITLE III
Board of Directors/Trusteees/Officers
Sec. 31. Liability of directors, trustees or officers. – Directors or trustees who willfully and knowingly vote for or assent to patently unlawful acts of the corporation or who are guilty of gross negligence or bad faith in directing the affairs of the corporation or acquire any personal or pecuniary interest in conflict with their duty as such directors or trustees shall be liable jointly and severally for all damages resulting therefrom suffered by the corporation, its stockholders or members and other persons.
Sec. 34. Disloyalty of a director. – Where a director, by virtue of his office, acquires for himself a business opportunity which should belong to the corporation, thereby obtaining profits to the prejudice of such corporation, he must account to the latter for all such profits by refunding the same, unless his act has been ratified by a vote of the stockholders owning or representing at least two-thirds (2/3) of the outstanding capital stock. This provision shall be applicable, notwithstanding the fact that the director risked his own funds in the venture.
Ejectment Complaint Affidavit
Another attempt by Gus to screw over Michael Turner
Me thinks the lady doth protest too much.
Rotary Dispute Resolution: Does it work?
From the very beginning of this incident I have given the benefit of the doubt to those who acted against me in a brutal attempt to take over my business and decimate me. I have repeatedly offered reconciliation and acted in good faith to make this into a win-win situation for all concerned. To that end I invoked Rotary’s dispute resolution process, but it did not work. Rather it coddled and emboldened those who are against me.
This is my natural state of being, for I am a natural born Rotarian. For me, being a Rotarian is effortless. It is natural to me. The principals of Rotary are ingrained into my being, and such existed long before I ever became a Rotarian. The Four Way Test of Rotary International defines my personal nature. It is a part of me whether or not I am a member of Rotary International. I cannot abandon these principal any more than I can jump out of my own skin. The principals or Rotary are an integral part of me, of who I am.
I have met people in my life who are quite religious and credit their doctrinal faith and beliefs as being their underlying morality; and that were it not for their doctrinal beliefs, were it not for the Ten Commandments, and their fear of God, that they would run amok, creating mayhem, raping, murdering and robbing. For such people I am grateful they have a strong faith, but to think that without such faith they would lead evil and criminal lives scares me. Such people are not in touch with reality. They have to have rules and laws laid down by God in order for them to behave. Pag puyo!
While I am not a religious man, I do believe in a Higher Power. I believe I have a soul and that all sentient beings have souls. I cannot say whether the soul arises from sentience, or whether it is bestowed by God himself. Such philosophical wanderings are beyond my kin. I worry about people that do not have internal mores and depend upon doctrine to determine their behavior. Do they carry around reference materials to refer to when a difficult decision has to be made?
I am making this statement tonight to make it clear that I live with my own conscience, while others could not. I conduct business in the most ethical way. I never took advantage of anyone to enrich myself, while others did the contrary. I write this post to set the record straight. should anyone find disagreement with what I believe in, you could write to me and I will stand tall and proud of how I have conducted my life. My gratitude to everyone who has stood by me in these trying times.
It is in such difficult times that true friends become known. Those who have stood by me, they know who they are, and I will be by their side when they have times of trouble. And for those who did not, you too know who you are, and may you feel ashamed when in times of trouble I will stand by your side. And for those who are against me, you know who you are, I have exhausted my patience towards finding an amicable solution. I have only so much time and resources and now I must focus on obtaining my good objectives without seeking the consent of others.
Electronic Commerce Act of 2000, Republic Act No. 8792
PART V
FINAL PROVISIONS
SEC. 33. Penalties. - The following Acts shall be penalized by fine and/or imprisonment, as follows:
(a) Hacking or cracking which refers to unauthorized access into or interference in a computer system/server or information and communication system; or any access in order to corrupt, alter, steal, or destroy using a computer or other similar information and communication devices, without the knowledge and consent of the owner of the computer or information and communications system, including the introduction of computer viruses and the like, resulting in the corruption,destruction, alteration, theft or loss of electronic data messages or electronic document shall be punished by a minimum fine of one hundred thousand pesos (P100,000.00) and a maximum commensurate to the damage incurred and a mandatory imprisonment of six (6) months to three (3) years;
(b) Piracy or the unauthorized copying, reproduction, dissemination,distribution, importation, use, removal, alteration, substitution, modification, storage, uploading, downloading, communication, making available to the public, or broadcasting of protected material, electronic signature or copyrighted works including legally protected sound recordings or phonograms or information material on protected works,through the use of telecommunication networks, such as, but not limited to, the internet, in a manner that infringes intellectual property rights shall be punished by a minimum fine of one hundred thousand pesos (P100,000.00) and a maximum commensurate to the damage incurred and a mandatory imprisonment of six (6) months to three (3) years;
Letter to the President of Rotary International, Kalyan Banerjee
The below is an email I have sent to the President of Rotary International, Kalyan Banerjee. In the email, posted here, word for word, I will remove all these posts, as I state in the email to the RI President, when he asks or advises me to do so, and not before.
For those of you who are harassing (samok kaayo) my wife, the Ann President for RY 2011-2012, your texts and calls are misdirected. You should instead be directing your beseechings to those Rotarians who have invested and financed and are still backing an unlawful business operation. I put my best effort forward to bring about an amicable and peaceful solution and I was scorned. Now, we will play on my beach, in my back yard, on the Internet, and I will promote that which is in my interests and in the interests of other honest men. If you are innocent and you feel ashamed, then address your complaints to those who created this situation. And if you are not innocent and you continue to harass me or my wonderful wife, then I will come after you also and you will learn the meaning of “online reputation management”. (I do not eavesdrop my wife’s phone, but I will note who and when texted her or called her to complain about her husband’s behavior. My wife is pure and true and has no ill intent towards anyone and it is not her fault that I will not tolerate complaints to her about my behavior. Stop!)
Multiple criminal charges have been prepared and WILL be filed both in Cagayan de Oro and in Davao City, against Gus Rodano and his co-conspirators. Robbery, Estafa, Qualified Theft, and criminal violations of the E-Commerce law of 2000. Maybe more. I’ll leave that to the lawyers. I am certainly not an expert in legal issues.
Without any further ado, my email to the RI President:
Mr. President, Kalyan Banerjee,
I am Michael Turner, a Paul Harris Fellow, and PD of the Rotary Club of Cagayan de Oro, District 3870..
I sponsored Gus Rodano, one of my employees, my General Manager to become a Rotarian three years ago and he did well in club service.
In the Spring of this year, Gus conspired with other Rotarians of my club, most all long-standing members, and Paul Harris Fellows, to create a new company virtually identical to my own.
Supported by the financial backing of these other Rotarians, Gus raided my office in Cagayan de Oro City, Mindanao Island, the Philippines, and tried to remove 4 servers from the MIS department. 4 servers actually exited the building, but I was able to stop 3 of them. The 4th one was stolen and not recovered.
The same day, where I have a branch office, in Davao City, Gus directed the Davao branch manager to remove all the computer equipment from that office. I arrived there the next day and made a citizen’s arrest of two of the employees who were caught transporting one of the stolen servers.
I released the two the next day, in an attempt to try to resolve the problem peacefully and without putting anyone behind bars. It was a big mistake to release them.
The other Rotarians who are investors in Gus’s new company are now using these stolen computers to launch their business. In addition to the computer equipment hardware, these servers contained proprietary and confidential data that belong to my clients, most of whom do business and reside in the United States, Canada, Europe, and Australia.
Essentially then, in stealing the hardware that contained the confidential and proprietary data that belonged to me and my clients, Gus and his co-conspirator Rotarians, have taken my clients hostage and forced those clients to work with Gus, thereby guaranteeing Gus’s new venture instant success and profit.
I didn’t know that many of the members of my club were financially backing Gus and I asked for dispute resolution as there is no real legal remedy here in the Philippines. The prominent local businessmen Paul Harris Rotarians who were investors with Gus actually took part in the dispute resolution process. Is that a conflict of interest?
These people are all local here and clannish and virtually undefeatable. I have done everything I could to try to bring a win-win situation, but the entire situation was pre-planned and amounts to nothing less than a criminal gang of thugs committing crimes to steal my business.
It appears they were successful. And there is nothing I can do.
I have posted about this incident on the www.rccdo.org website, my club’s website and while I agree it is not quite proper to do so, and all the Rotarians are howling over it. I have no other recourse against these people. They are in a position to fix this situation, but they apparently do not care about anything but lining their own pockets.
My life has been threatened multiple times in the past month My attorney, a PAG for District 3870 is telling me to leave town.
I have also posted some of this information on my own blog, www.michaelturner.us
My business is a BPO (Business Process Outsourcing) SEO (Search Engine Optimization) service. We produce and provide our products over the Internet. I taught these people everything they know about this business and now they have just stolen it outright from me and I have no recourse left.
I am not asking for help from RI. I do not think there is anything that can be done. I write this only to alert RI that in the Philippines these types of circumstances are common, and I would hope that there might be something that can be done to discourage these type of incidents from happening in the future.
I am disappointed in Rotary. The 4-way test is nothing but a sham for my club members.
My wife is currently the Ann President for Rotary Year 2011-2012. The President is Ian Mark Nacaya, a prominent local politician. While I am certain the Club President has nothing to do with what has happened, he is fully aware of the circumstances and has not taken any stand to support me. Indeed, he seems incensed that I even make a feeble protest.
I am not asking for help. I do not believe there is anything that can be done. I will probably be dead in a week or two, because I will not lay down and be quiet. But I will not go quietly and I will not beg. I have offered amicable and friendly settlement, but I have only been met with rejection.
My roar will grow only louder and louder until I am extinguished. You cannot say now that you were unaware of what is happening here among Rotarians. And if I am extinguished, which seems to be the objective here, know then who caused this.
I am not the only victim here. I have many employees that are now out of work and many clients who cannot make their business deliverables.
Those, the “all concerned”, the many suffering individuals and businesses who are hurting from this are not a concern for Gus and his fellow co-conspirators.
I am certainly not the smartest person around, for I have no way of understanding how Rotarians, Paul Harris Fellows, with distinguished backgrounds in Rotary for 20+ and 30+ years can be involved in something like this and just accept it as a normal way of doing business.
I have posted some of this information on the www.rccdo.org website, the website of the Rotary Club of Cagayan de Oro. The local Rotarians are of course ashamed to have this dirty laundry aired in public, and have insisted I take this information down from their website.
I will do so, sir, when I receive a request from you, Mr. President, Kalyan Banerjee, to remove this shameful content from my local club’s website.
Kindest regards,
PD & Paul Harris Fellow Michael Tuner
The Rotary Club of Cagayan de Oro
District 3870
michael@harvestseo.com
Rotary Classification: Internet Marketing
Stop bothering my wife!!
“Kindly adviz mike to discern on who to give his trust ug kun kinsa lya gusto ma kuntra… I hope not the club bec i currently hold d…”(sic)
My wife is the Rotary Ann President for RY 2011-2012. The youngest Rotary Ann President in the 64-year history of our club. Why was she elected? She did not seek to be the president. Yet Riza Rodano was incensed that my wife was elected to be President. Why?
My wife has no hidden agenda. My wife is not involved with selling network marketing products to other members. She is quite innocent in these matters. Riza has taken the Anns hostage on at least two occasions to pump her network marketing products to them. “It’s my birthday, and I’m inviting all Rotary Anns to help me celebrate!!” Celebrate? The Anns were twice tricked into attending Herbalife indoctrinational seminars, by the wife of Director Gus Rodano. If she became president of the Anns then her Herbalife product would have been pushed into all the homes of all the club member Rotarians. It’s no wonder she got no votes to be president.
This site, rccdo.org was hacked 24 hours ago, illegally. The site contents were downloaded illegally and uploaded to the new http://www.rotaryclubcdo.org/ which was just registered yesterday. The hacking of this site, rccdo.org was done on orders by the club’s board, without my knowledge. And it was done via a board meeting and all those who participated are now considered to be collaborators and the co-conspirators of Gus Rodano. This was done in violation of the E-Commerce Act of 2000, and in violation of U.S. law where this site is hosted. The perpetrators will be prosecuted. You think you can do whatever you want because you are a Filipino and I am American? You guys hacked an American website. Cease and desist NOW!
As a club officer, I would never vote for or allow board meetings and/or resolutions to be destroyed especially if such resolutions were unlawful. I remember when we, through a contributing grant from the Rotary Club of Orofina, Id.. supplied computers for the use of students at Barangay Bayangas (sp?). Only Dietmar and myself opposed installing pirated software.
At some point, this all has to stop. As for me, I have repeatedly asked for genuine arbitration, and an amicable dispute resolution, despite the fact that I am the victim of a criminal conspiracy. I have repeatedly offered to let it all go, but each time I have been rebuffed and now, with the walls closing in, and nowhere to retreat, I must make my stand, on my turf. On my grounds. Remember my Rotary Classification, and think about what that means.
My avenue here is only to inform and advise. But this slicker than owl-shit organization publication is only the beginning. And if RCCDO hacks this site, my site, the club’s site, and/or if I should die or disappear, I should only warrn you that there are time capsules on the internet that will self-publish on specific dates in the future whether I am around or not. If I am around then I can always make those postings “drafts” or unspecify publication dates.
I have uploaded images of SMSI files that pre-date the existence of SMSI by at least one year. Ask Gus what that means.
And this is only the tip of the iceberg. In the past weeks I have uploaded an immense amount of data that will self-publish if I do not intervene and stop it.
In the past month I have received numerous death threats. Even today, I am still receiving death threats. What is disturbing is that the threats before were relate to my business and the threats now seem to be regarding my postings on RCCDO.org.
I am naive. I am too trusting. I believe that by lifting others up my soul will be cleansed and that I will rise ever higher. Such foolish thoughts for such a learned man, it is embarrassing. Some think that since I trusted too much that I have only myself to blame for what has happened.
For the readers who have gone this far; ask yourself, did you expect this from me? Are you surprised? If you are reading this and surprised, then is it possible that I may do something much more? You want me to stop publishing here only to take it to another venue?
Do you know me? Really, take a moment to think about it. Do you know me?
I am a Rotarian. With or without the club, I pass the 4-way test. I do not need some doctrine to know what is right or what is wrong. So now, for those as yet to be named Rotarians who financed this demolition job against me, I am coming for you. And I am not alone. And you have no idea what will come next. You did not anticipate this, how can you anticipate what will happen next.
My only consolation will be that I told you so. Heed this final warning now and make amends to me or suffer much more. I hereby withdraw all previous offers to settle this situation amicably. I tried and tried and tried, and it didn’t work.
As the President of our club warned me, “be careful who you trust and who you will make your enemy”.
My fight is on. Which side are you on?
You can kick me out of the club, but you can’t kick the Rotarian out of me.
Resolution for Termination as member of Rotary Club of Cagayan de Oro
Here’s the letter I received on August 16, 2011, dated August 22, 2011.
Letter of Termination from Rotary Club of Cagayan de Oro
Written Response to Notice of Termination
To: Ian Nacaya et al
Rotary Club of Cagayan de Oro
District 3870, Club No. 17025 Chartered April 22, 1948.
Dear Fellow Rotarians,
The present Board of directors of the Rotary Club of Cagayan de Oro (The Mother Club) convened in a special board meeting last August 18, 2011, due to my supposed conduct unbecoming a Rotarian. The charges were as follows
1) That I unlawfully placed a blog article on the club’s website, this due to having no express consent from the Board of Directors.
2) That the Club had paid StickyMedia Solutions, Inc., PHP 35,000.00 (Thirty-Five Thousand Philippine Pesos) thru Metro Bank & Trust Corp. (MBTC) check number 0372512795, dated February 19, 2010, and thus owned said site and had rights to what should be posted or published on said site.
3) That the club under Section 10 of its Constitution alleged, “ Notwithstanding any provision of this constitution, if in the opinion of the Board,
- Credible accusations have been made that a member . . . has been guilty of conduct unbecoming a member or prejudicial to the interest of the club.
- Those accusations, if proved, constitute good cause for terminating the membership of the member.
And then my own words were used to condemn me. (See letter from the Board, posted previously.)
4) That I am in violation of Electronic Commerce Act of 2000, Republic Act No. 8792, for my alleged hacking of the Rotary Club of Cagayan de Oro website, and that the club would consider filing legal charges against me, Mr. Michael Alan Turner, on this.
5) That the club demands immediate turnover of said website/domain, to the clubs current president, Ian Mark Q. Nacaya.
I have been given fourteen (14) days from date of receipt to answer to abovementioned charges. I received this letter on August 26, 2011. After long contemplation I have decided that 14 days is just way too much time to state the truth of this matter. Thus;
My answers are as follows:
- For charges 1, 2, 4 and 5, for the enlightenment of Rotarians and the public in general, the website in question, www.Rccdo.Org. is a private domain, which is hosted by a private hosting account, under a reseller account owned by Harvest SEO.com/ Mr. Michael Alan Turner. I have not received any money from Rotary Club Cagayan de Oro or any other private or public entity for said site. It is my first time to see said MBTC check. I have, to the best of my knowledge, not sanctioned verbally or in writing, any personal or company accounts with Banco de Oro (BDO), in any city or any branch, in any country. While StickyMedia Solutions, Inc., has a BDO account it is not one from which I receive any money. Perhaps the question should be asked to the original incorporators of StickyMedia Solutions, Inc., of said account at BDO Velez Branch. I am sure my signature will not show up as primary, secondary or third party in any of the documents pertaining to said deposit account or the MBTC check that the club allegedly paid me for said website. In short, I, Mr. Michael Alan Turner categorically and unconditionally deny ever benefitting from the proceeds of said MBTC check. Thus I am unwavering in my claim that I, Mr. Michael Alan Turner, am sole owner of said website www.rccdo.org. Thus having stated my claim and ownership, I can’t see nor comprehend how I could be in any way, criminal or in a civil way, liable to Rotary Club Cagayan de Oro, or any other person/entity for what I state, blog or do to said website.
- For charge No. 3: The board wants me out of the club. Their reasons are that I am guilty of conduct unbecoming not only a Paul Harris Fellow, but as a mere Rotarian. That I am a liability to the Club’s interest, which are a majority, while I am all alone. I am not guilty of any misconduct. I have in fact tried all avenues according to guidelines set by Rotary Club long before members of the Board of Rotary Club Cagayan de Oro were even born. I asked for Rotary Dispute Resolution. I even complied with every demand that the Rotary Club of Cagayan de Oro imposed on me after said Arbitration. But after two whole weeks had passed, and I received no calls from said Arbitration panel, neither did the opposing party, Gus Rodano, comply with his side of the agreement, and when I, Mr. Michael Alan Turner, was laughed at by Gus Rodano with the claim that all the big wigs of said board and Rotary Club of Cagayan de Oro are partners in his new and morally deficient business venture, and that the Arbitration was a farce to the effect that it would benefit only Gus Rodano both financially and resourcefully, and true to this day Rotary Club of Cagayan de Oro has not in any way, tried to impose on Gus Rodano, to try to get him to live up to his agreement/concessions given at the Rotary Dispute Resolution conducted by some members of the Board, and by other past and noted prominent Rotarians, and under direct or indirect supervision from some of its highly distinguished members. True, I am just one mere man, a mere sole member of Rotary Club Cagayan de Oro, who has dared speak against the vast majority of its members. If truth be told, and said termination as a Rotarian were filed against the perpetrators in my case, and I were to win in such a proverbial case, Rotary Club Cagayan de Oro would have only six (6) or so members left. This case was posted in a Rotary Club site of which I am a member just because I felt it was an issue that was purely Rotarian. As a Rotarian, I could not in good conscience take the injustice done by a multitude of fellow Paul Harris Fellows and Rotarians to one of its members as a norm. A million falsehoods couldn’t and shouldn’t obliterate one tiny truth, which is what I feel and hold dear as a Rotarian, and as a human being. Let the Rotarians who conducted said Arbitration speak against me if any point stated is false.
I hereby notify the Club of my Appeal, and that I will take it to the District and to RI, and I will not waver or stop. When I try to be nice, I am only taken advantage of by Rotarians who are jealous of my business and who invested with Gus Rodano in an unlawful attempt to steal such business. Stand by for more, more more. More, more, more.
Robbery & Hacking
Michael Alan Turner, complainant,
vs
Antonio Agustin “Gus” Rodano, Riza Rodano, Elmer “Tabby” Taboada, Rex Cortez, Melissa “Lia” Fernando-Murillo, Dennis Nengasca, and Junior Callo.
It is not a pleasant read.
MEARA Interactive, Inc. (A real Entity)
Contact Person: Antonio Agustin T. Rodano, Company Telephone Number 09215513453.
Address: 2F Mega Pension Macasandig, Cagayan de Oro City
Company Reg. No. CS201131172
Articles of Incorporation were made prior to or on July 25, 2011, as notarized by Atty. Boycillo, just two days before the StickyMedia Solutions, Inc. (SMSI) office was robbed of its servers by four of the Meara Interactive, Inc’s, original incorporators. See the video taken just after 2 PM on July 27, 2011.
Original incorporators, who are also all members of the board, directors of Meara Interactive, Inc., and of course, possibly liable for the actions of Meara Interactive, Inc., are as follows:
- Al-Jedidiah A. Aquino, Filipino, B1 L32 Bellevue, Upper Carmen, Cagayan de Oro, 1000 shares
- Manuel U. Along, Filipino, 24, 24th St., Nazareth, Cagayan de Oro City, 960 shares
- Karl T. Contreras, Filipino, RER Subdl, Phase 1, Cagayan de Oro, 500 shares
- Rex D. Cortez, Filipino, B13, L8, Lyra St., Terry Subd., Bulua, Cagayan de Oro City, 800 shares
- Melissa Angela Fernando-Murillo, Filipino, Unit 22, 11-29th St., Nazareth, Cagayan de Oro, 1000 shares
- Marillo S. Paano, Filipino, Casa Isabella, Pabayo-Cruz Taal St, Cagayan de Oro City, 960 shares
- Antonio Agustin T. Rodano, Filipino, B5, L12, Bellevue, Upper Carmen, Cagayan de Oro, 800 shares
- Jose Luis F. Sarraga, Filipino, 380-A Baconga St., Lapasan, Cagayan de Oro City, 640 shares
- John Mark F. Sarraga, Filipino, Villa Ernesto Subd., Phase 2, Gusa, Cag. de Oro, 640 shares
- Francisco B. Sarraga, Filipino, 380-A Baconga St., Lapasan, Cagayan de Oro City, 640 shares
- Elmer B. Taboada, Filipino, BLK 15, Blue Heron St., Woodland Heights, upper Macasandig, Cagayan de Oro City, 1000 shares
- Vincent Joseph E. Valencia, Filipino, 15508 San Isidro St., Sta. Cecelia Village, Gusa, Cagayan de Oro City, 960 shares
- Raquel B. Limbaco, Filipino, B6, L3, Bellevue, Upper Carmen, Cagayan de Oro 100 shares
TRO-Civil Action against Meara Interactive, Inc.
Michael Alan Turner, Michael Turner HarvestSEO.com Inc., StickyMedia Solutions, Inc.,
For: Prohibition, Mandamus, Accounting, Recovery of Personal Property, with Prayer for Preliminary Prohibitory and Mandatory Injunctions and Temporary Restraining Order, Receivership, and Damages.
Supplemental Affidavit Complaint for Robbery
The Supplemental Affidavit Complaint has been submitted to include ALL the Incorporators of of MEARA Interactive, Inc., and those who acted in Davao in an organized conspiracy with MEARA people.
Gus Rodano ~vs~ Michael Turner, for LIBEL
Is this guy stupid or what? Do you want to join him? Manny texted me, “I think he can fend for himself”. That does not appear to be the case from here.
Remember, all overtures at peaceful, amicable resolution were rejected. And it was I who came to the table seeking such. Brushed away, I had to do what I told everyone they would not want to happen.
And now, I am just getting warmed up.
