Professional Documents
Culture Documents
Removal of Corporate President
Removal of Corporate President
Removal of Corporate President
Such removal shall take place either at a regular meeting of the corporation
or at a special meeting called for the purpose, and in either case, after previous
notice to stockholders or members of the corporation of the intention to propose
such removal at the meeting.
What will happen if the Secretary fails or refuses to call the special meeting?
Should the secretary fail or refuse to call the special meeting upon such
demand or fail or refuse to give the notice, or if there is no secretary, the call for
the meeting may be addressed directly to the stockholders or members by any
stockholder or member of the corporation signing the demand.
Yes. Notice of the time and place of such meeting, as well as of the intention
to propose such removal, must be given by publication or by written notice
prescribed in this Code.
Is the removal of a corporate officer always be with just cause?
No. Removal may be with or without cause: Provided, That removal without
cause may not be used to deprive minority stockholders or members of the right of
representation to which they may be entitled under Section 24 of this Code.
The Corporation Code does not define the cause that can be a legal basis for
removal of a member of the Board. What is clear is that for causes goes into the
three duties of a director loyalty, obedience, and diligence.
Duty of Obedience
Duty of Diligence
Duty of Loyalty
Disqualifications:
In order to be eligible as a director, what is material is the legal title to, not
beneficial ownership, of the stock as appearing on the books of the corporation.
(Lee vs. CA)
x x x Both the SEC and the CA held that Pag-ong's removal as director and
Raniel's removal as director and officer of Nephro were valid. For its part, the SEC
ruled that the Board of Directors had sufficient ground to remove Raniel as officer
due to loss of trust and confidence, as her abrupt and unauthorized leave of
absence exhibited her disregard of her responsibilities as an officer of the
corporation and disrupted the operations of Nephro. The SEC also held that the
Special Board Meeting held on February 2, 1998 was valid and the resolutions
adopted therein are binding on petitioners. x x x
(In this case Sir, the jurisdiction of SEC over intra-corporate dispute was not
yet transferred to RTC by INTERIM RULES OF PROCEDURE FOR INTRA-
CORPORATE CONTROVERSIES, Rule 6, Section 2)
To my mind Sir, the president/director may be removed from his office until
his successor has been elected and qualified. In the case of Detective and
Protective Bureau vs. Cloribel, the Supreme Court ruled that if no election is
conducted or no qualified candidate is elected, the incumbent director shall
continue to act as such in a hold-over capacity until the election is held and a
qualified candidate is so elected.
After the lapse of one year from his election as member of the VVCC
Board in 1996, Makalintals term of office is deemed to have already
expired. That he continued to serve in the VVCC Board in a holdover
capacity cannot be considered as extending his term. To be precise,
Makalintals term of office began in 1996 and expired in 1997, but, by virtue
of the holdover doctrine in Section 23 of the Corporation Code, he continued
to hold office until his resignation on November 10, 1998. This holdover
period, however, is not to be considered as part of his term, which, as
declared, had already expired. x x x