 Again, petitioners did not attend.
The stockholders that were
12. RANIEL VS. JOCHICO
(G.R. No. 153413, March 2, 2007)
DOCTRINE: The directors may appoint officers and agents and as incident
to this power of appointment, they may discharge those appointed.
FACTS
 Nectarina Raniel and Victoria Pag-ong, are 2 out of the 5 directors
of Nephro Systems Dialysis Center.
Note: Raniel was Corporate Secretary, Treasurer, and
Administrator of the Dialysis Clinic.
 Petitioners questioned respondents’ plan to enter into a joint venture
with the Butuan Doctors’ Hospital and College. Respondents
allegedly tried to compel them to waive and assign their shares with
Nephro but petitioners refused.
 Raniel sought an indefinite leave of absence. Paul Jochico
disapproved the request, but Raniel nonetheless stopped reporting
for work. When asked for an explanation for her absence, Raniel
expressed her sentiments over the disapproval of leave, and the joint
venture with Butuan.
Note: Without Raniel, holding three important positions, the
company’s operations were disrupted. Such also warranted
loss of the Board’s confidence in her. - SC
 Jochico issued a Notice of Special Board Meeting. Petitioners
were notified, but they did not attend. The board passed several
resolutions ratifying the disapproval of Raniel’s request for leave,
dismissing her as Administrator of Nephro, declaring the
position of Corporate Secretary vacant.
 Otelio Jochico was appointed as the new Corporate Secretary, and
a Special Stockholders’ Meeting was held.
present removed the petitioners as directors of Nephro.
Note: Raniel could have explained herself during these
meetings, but she chose not to attend. - SC
 Side-note: the ownership of the outstanding capital stock is
distributed in this manner;
Jochico – 200 Shares
Steffens – 100 Shares
Viriya – 100 Shares
Raniel – 25 Shares
Pag-ong – 75 Shares
= 500 Shares
2/3 of OCS is 333.33 Shares
400 Shares voted for petitioners’ removal
 Petitioners filed a case with the SEC, which held that the removal
of petitioners was valid. Appeal made to the CA, which affirmed
the SEC decision.
ISSUE
WON the petitioners’ removal was valid? YES.
HELD
 The SC ruled in favor of Jochico.
 The directors may appoint officers and agents and as incident to
this power of appointment, they may discharge those appointed.
Note: Raniel was removed from her positions before she was
ousted from her status as a director.
 The unanimous resolutions carried by the board during such
meetings are valid and binding against complainants.
Note: There was quorum, given that there were only 5 directors,
3 voted to remove petitioners.
PETITION DENIED