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Corporation Law Cases Wk3 CompleteAF
Corporation Law Cases Wk3 CompleteAF
Corporation Law Cases Wk3 CompleteAF
Week 3
G.R. No. 108905 October 23, 1997 would deprive the right of voters to vote for fifteen (15)
members of the Board," and "it is undemocratic for a person or
GRACE CHRISTIAN HIGH SCHOOL, petitioner, entity to hold office in perpetuity." Petitioner requested the
vs. chairman of the election committee to change the notice of
THE COURT OF APPEALS, GRACE VILLAGE election by following the procedure in previous elections,
ASSOCIATION, INC., ALEJANDRO G. BELTRAN, and claiming that the notice issued for the 1990 elections ran
ERNESTO L. GO, respondents. "counter to the practice in previous years" and was "in violation
of the by-laws (of 1975)" and "unlawfully deprive[d] Grace
MENDOZA, J.: Christian High School of its vested right [to] a permanent seat
in the board." 5
Facts:
As the association denied its request, the school brought suit
Petitioner Grace Christian High School is an educational for mandamus in the Home Insurance and Guaranty
institution offering preparatory, kindergarten and secondary Corporation to compel the board of directors of the association
courses at the Grace Village in Quezon City. Private to recognize its right to a permanent seat in the board.
respondent Grace Village Association, Inc., on the other hand, Petitioner based its claim on the abovementioned proposed
is an organization of lot and/or building owners, lessees and amendment which, it contended, had become part of the by-
residents at Grace Village, while private respondents Alejandro laws of the association.
G. Beltran and Ernesto L. Go were its president and chairman
of the committee on election, respectively, in 1990, when this SEC: opinion; that the practice of allowing unelected members
suit was brought. in the board was contrary to the existing by-laws of the
association and to §92 of the Corporation Code (B.P. Blg. 68).
As adopted in 1968, the by-laws of the association provided as
follows: “The annual meeting of the members of the The association contended that the basis of the petition
Association shall be held on the first Sunday of for mandamus was merely "a proposed by-laws which has not
January…where they shall elect by plurality vote and by secret yet been approved by competent authority nor registered with
balloting, the Board of Directors…” the SEC or HIGC." It argued that "the by-laws which was
registered with the SEC on January 16, 1969 should be the
It appears, that on December 20, 1975, a committee of the prevailing by-laws of the association and not the proposed
board of directors prepared a draft of an amendment to the amended by-laws." In reply, petitioner maintained that the
by-laws, amending the annual meeting and the election of "amended by-laws is valid and binding" and that the
the board of directors, with the provision that, GRACE association was estopped from questioning the by-laws.
CHRISTIAN HIGH SCHOOL representative is a permanent
Director of the ASSOCIATION. This draft was never HIGC: June 20, 1990; dismissing petitioner's action. The
presented to the general membership for approval. hearing officer held that the amended by-laws, upon which
Nevertheless, from 1975, after it was presumably submitted to petitioner based its claim, "[was] merely a proposed by-laws
the board, up to 1990, petitioner was given a permanent seat which, although implemented in the past, had not yet been
in the board of directors of the association. ratified by the members of the association nor approved by
competent authority""allowing the automatic inclusion of a
For fifteen years — from 1975 until 1989 — petitioner's member representative of petitioner as permanent director
representative had been recognized as a "permanent director" [was] contrary to law and the registered by-laws of respondent
of the association. But on February 13, 1990, petitioner association." The appeals board of the HIGC affirmed the
received notice from the association's committee on election decision of the hearing officer in its resolution dated September
that the latter was "reexamining" (actually, reconsidering) the 13, 1990.
right of petitioner's representative to continue as an unelected
member of the board stating that "it was the sentiment that all CA: Feb. 9,1993; affirmed the decision of the HIGC, no valid
directors should be elected by members of the association" amendment of the association's by-laws because of failure to
because "to make a person or entity a permanent Director comply with the requirement of its existing by-laws, prescribing
the affirmative vote of the majority of the members of the MIGUEL CORPORATION, EMIGDIO TANJUATCO, SR., and
association at a regular or special meeting called for the EDUARDO R. VISAYA, respondents.
adoption of amendment to the by-laws
ANTONIO, J.:
Issue:
SC: Certiorari
Issue:
G.R. No. 144767 March 21, 2002 Petitioner's argument is untenable. Even assuming that he was
in fact appointed by the General Manager, such appointment
DILY DANY NACPIL, petitioner, was subsequently approved by the Board of Directors of the
vs. IBC.11 That the position of Comptroller is not expressly
INTERNATIONAL BROADCASTING mentioned among the officers of the IBC in the By-Laws is of
CORPORATION, respondent. no moment, because the IBC's Board of Directors is
empowered under Section 25 of the Corporation Code 12 and
KAPUNAN, J.: under the corporation's By-Laws to appoint such other officers
as it may deem necessary. The By-Laws of the IBC
categorically provides:
Facts:
XII. OFFICERS
Petitioner states that he was Assistant General Manager for
Finance/Administration and Comptroller of private respondent
Intercontinental Broadcasting Corporation (IBC) from 1996 until The officers of the corporation shall consist of a President,
April 1997. According to petitioner, when Emiliano Templo was a Vice-President, a Secretary-Treasurer, a General
appointed to replace IBC President Tomas Gomez III Manager, and such other officers as the Board of
sometime in March 1997, the former told the Board of Directors Directors may from time to time does fit to provide for.
that as soon as he assumes the IBC presidency, he would Said officers shall be elected by majority vote of the
terminate the services of petitioner. Apparently, Templo Board of Directors and shall have such powers and
blamed petitioner, along with a certain Mr. Basilio and Mr. duties as shall hereinafter provide (Emphasis supplied).
Gomez, for the prior mismanagement of IBC. Upon his
assumption of the IBC presidency, Templo allegedly harassed, The Court has held that in most cases the "by-laws may and
insulted, humiliated and pressured petitioner into resigning until usually do provide for such other officers,"14 and that where a
the latter was forced to retire. However, Templo refused to pay corporate office is not specifically indicated in the roster of
him his retirement benefits, allegedly because he had not yet corporate offices in the by-laws of a corporation, the board of
secured the clearances from the Presidential Commission on directors may also be empowered under the by-laws to create
Good Government and the Commission on Audit. Furthermore, additional officers as may be necessary.15
Templo allegedly refused to recognize petitioner's employment,
claiming that petitioner was not the Assistant General An "office" has been defined as a creation of the charter of a
Manager/Comptroller of IBC but merely usurped the powers of corporation, while an "officer" as a person elected by the
the Comptroller. Hence, in 1997, petitioner filed with the Labor directors or stockholders. On the other hand, an "employee"
Arbiter a complaint for illegal dismissal and non-payment of occupies no office and is generally employed not by action of
benefits. the directors and stockholders but by the managing officer of
the corporation who also determines the compensation to be
Instead of filing its position paper, IBC filed a motion to dismiss paid to such employee.16
alleging that the Labor Arbiter had no jurisdiction over the
case. IBC contended that petitioner was a corporate officer As petitioner's appointment as comptroller required the
who was duly elected by the Board of Directors of IBC; hence, approval and formal action of the IBC's Board of Directors to
the case qualifies as an intra-corporate dispute falling within become valid,17 it is clear therefore holds that petitioner is a
the jurisdiction of the Securities and Exchange Commission corporate officer whose dismissal may be the subject of a
(SEC). controversy cognizable by the SEC under Section 5(c) of P.D.
902-A which includes controversies involving both election
LA: Illegally dismissed si petitioner and appointment of corporate directors, trustees, officers, and
managers.18 Had petitioner been an ordinary employee, such
NLRC: dismissed: unable to give appeal bond. Motion for board action would not have been required.
recon: denied
As to petitioner's argument that the nature of his functions is
CA: certiorari; reversed LA and NLRC decision recommendatory thereby making him a mere managerial
officer, the Court has previously held that the relationship of a
person to a corporation, whether as officer or agent or
Issue:
employee is not determined by the nature of the services
performed, but instead by the incidents of the relationship as
WON petitioner was appointed by respondent's board of they actually exist.
directors as comptroller. This finding is contrary to the
common, consistent position and admission of both parties.
Further, respondent's by-laws does not include comptroller as
one of its corporate officers.
Held: