This document discusses several key points of corporation law:
1) Vacancies on the board of directors must be filled by a vote of the remaining directors sitting as a board.
2) Directors and officers have duties defined by law and the corporation's bylaws. A majority of directors is needed to transact business or make corporate decisions.
3) Membership and rights in a non-stock corporation are generally non-transferable unless corporate documents provide otherwise. Whether "dead members" can exercise voting rights depends on the corporate documents.
4) The board must act collectively; an individual director cannot bind the corporation.
This document discusses several key points of corporation law:
1) Vacancies on the board of directors must be filled by a vote of the remaining directors sitting as a board.
2) Directors and officers have duties defined by law and the corporation's bylaws. A majority of directors is needed to transact business or make corporate decisions.
3) Membership and rights in a non-stock corporation are generally non-transferable unless corporate documents provide otherwise. Whether "dead members" can exercise voting rights depends on the corporate documents.
4) The board must act collectively; an individual director cannot bind the corporation.
This document discusses several key points of corporation law:
1) Vacancies on the board of directors must be filled by a vote of the remaining directors sitting as a board.
2) Directors and officers have duties defined by law and the corporation's bylaws. A majority of directors is needed to transact business or make corporate decisions.
3) Membership and rights in a non-stock corporation are generally non-transferable unless corporate documents provide otherwise. Whether "dead members" can exercise voting rights depends on the corporate documents.
4) The board must act collectively; an individual director cannot bind the corporation.
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
specifically
prescribes
that
vacancies
in
the
board
must
be
filled
up
by
the
remaining
trustees
who
must
sit
as
a
board
in
order
to
validly
elect
The
directors
or
trustees
and
officers
to
be
elected
shall
perform
the
the
new
ones.
duties
enjoined
on
them
by
law
and
the
by-‐laws
of
the
corporation.
Unless
the
articles
of
incorporation
or
the
by-‐laws
provide
for
a
Doctrine:
Membership
in
and
all
rights
arising
from
a
non-‐stock
greater
majority,
a
majority
of
the
number
of
directors
or
trustees
as
corporation
are
personal
and
non-‐transferable,
unless
the
articles
of
fixed
in
the
articles
of
incorporation
shall
constitute
a
quorum
for
the
incorporation
or
the
bylaws
of
the
corporation
provide
otherwise.
The
transaction
of
corporate
business,
and
every
decision
of
at
least
a
determination
of
whether
or
not
“dead
members”
are
entitled
to
majority
of
the
directors
or
trustees
present
at
a
meeting
at
which
exercise
their
voting
rights
(through
their
executor
or
administrator)
there
is
a
quorum
shall
be
valid
as
a
corporate
act,
except
for
the
depends
on
the
articles
of
incorporation
or
bylaws.
election
of
officers
which
shall
require
the
vote
of
a
majority
of
all
the
members
of
the
board.
• Atty.
Hofileña
à
if
you
push
the
point
that
the
directors
are
the
agents
of
the
stockholders,
there
may
be
complications
because
Directors
or
trustees
cannot
attend
or
vote
by
proxy
at
board
in
agency,
the
principal
can
override
the
agent.
However,
in
the
meetings.
case
of
corporations,
the
stockholders
(principal)
are
not
allowed
to
overrule
or
supplant
the
decisions
of
the
Board
of
• Atty.
Hofileña
à
the
secretary
as
a
matter
of
policy
should
not
Directors
(agent).
also
be
the
treasurer.
This
was
laid
down
via
a
SEC
rule
and
not
found
in
the
Corporation
Code.
C.
Board
Must
Act
As
a
Body
(Section
25)
• General
Rule:
The
grant
of
corporate
power
is
to
the
board
as
a
body,
and
not
to
the
individual
members.
The
corporation
can
Section
25.
Corporate
officers,
quorum.
be
bound
only
by
the
collective
act
of
the
board.
Immediately
after
their
election,
the
directors
of
a
corporation
must
o The
rationale
for
this
rule
is
the
public
policy,
that
it
formally
organize
by
the
election
of
a
president,
who
shall
be
a
makes
better
management
practice
for
the
board
to
sit
director,
a
treasurer
who
may
or
may
not
be
a
director,
a
secretary
down,
to
discuss
corporate
affairs,
and
decide
on
the
who
shall
be
a
resident
and
citizen
of
the
Philippines,
and
such
other
basis
of
their
consensus.1
officers
as
may
be
provided
for
in
the
by-‐laws.
Any
two
(2)
or
more
positions
may
be
held
concurrently
by
the
same
person,
except
that
no
1 one
shall
act
as
president
and
secretary
or
as
president
and
treasurer
The
SEC
has
opined
that
directors
and
trustees
can
only
exercise
their
power
at
the
same
time.
as
a
board,
not
individually.
They
shall
meet
and
counsel
each
other
and
any
determination
affecting
the
corporation
shall
be
arrived
at
only
after
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
• Exception:
A
corporation
can
be
bound
even
by
the
act
of
its
• A
Director-‐Treasurer
has
no
power
to
bind
the
company
even
in
officers,
but
always
because
of
the
act
or
default
of,
or
as
an
transactions
that
are
pursuant
to
the
primary
purpose
its
implied
authority
coming
from
the
Board.
corporation,
especially
when
the
by-‐laws
specifically
provided
1. Directors
or
Trustees
Cannot
Act
Individually
to
Bind
the
that
the
acts
entered
into
can
only
be
done
by
the
Board
of
Corporation
Directors.
Ramirez
v.
Orientalist
Co.,
38
Phil.
634
(1918).
• Contracts
or
acts
of
corporation
must
be
made
either
by
the
o The
implication
is
clear
in
reference
to
outsiders
dealing
Board
of
Directors
or
by
a
corporate
agent
duly
authorized
by
with
the
corporation,
that
not
all
corporate
actions
the
Board.
Absent
such
valid
delegation,
the
rule
is
that
the
need
formal
board
approval.
The
board
need
not
come
declaration
of
an
individual
director
relating
to
the
affairs
of
the
together
and
act
as
a
body
to
perform
a
corporate
act.
corporation,
but
not
in
the
course
of,
or
connected
with
the
In
many
cases
no
act
is
required
of
the
members
of
the
performance
of
authorized
duties
of
such
director,
are
held
not
board
in
order
to
bind
the
corporation;
the
fact
that
binding
on
the
corporation.1
they
know
of
a
particular
corporate
transaction
or
2. Ratification
by
the
Board
does
not
need
formal
meeting
contract,
and
they
stayed
silent
about
it,
or
worse,
they
• A
corporation,
through
its
Board
of
Directors,
should
act
in
the
allowed
the
corporation
to
gain
by
the
transaction
or
manner
and
within
the
formalities
prescribed
by
its
charter
or
contract,
would
already
bind
the
corporation.2
by
the
general
law.
Thus,
directors
must
act
as
a
body
in
a
• Between
the
act
of
the
Board
as
a
body
affirming
informally
the
meeting
called
pursuant,
otherwise,
any
action
taken
therein
perfection
of
a
contract
entered
into
in
behalf
of
the
may
be
questioned
by
any
objecting
director
or
shareholder.
Be
corporation
by
a
senior
officer,
and
the
subsequent
formal
that
as
it
may,
jurisprudence
tells
us
that
an
action
of
the
Board
board
resolution
rejecting
the
same
contract,
the
former
must
of
Directors
during
a
meeting,
which
was
illegal
for
lack
of
prevail
under
the
doctrine
of
estoppel.
Acuña
v.
Batac
notice,
may
be
ratified
either
expressly,
by
the
action
of
the
Producers
Cooperative
Marketing
Assn.,
20
SCRA
526
[1967]).
directors
in
subsequent
legal
meeting,
or
impliedly,
by
the
• Exercise
of
the
powers
of
the
Board
of
Directors
may
either
be
corporation's
subsequent
course
of
conduct.
Lopez
Realty
v.
express
and
formal
through
the
adoption
of
a
board
resolution
Fontecha,
247
SCRA
183
(1995).
in
a
meeting
called
for
the
purpose,
or
it
may
be
implied
where
the
Board
collectively
and
knowingly
allows
the
President
to
enter
into
important
contracts
in
the
pursuit
of
the
business
of
consultation
at
a
meeting
of
the
board
attended
by
at
least
a
quorum.
SEC
Opinion,
10
March
1972,
SEC
FOLIO
1960-‐1976,
at
p.
526.
1 2
Villanueva,
C.
L.,
&
Villanueva-‐Tiansay,
T.
S.
(2013).
Philippine
Corporate
Law.
Villanueva,
C.
L.,
&
Villanueva-‐Tiansay,
T.
S.
(2013).
Philippine
Corporate
Law.
(2013
ed.).
Manila,
Philippines:
Rex
Book
Store.
(2013
ed.).
Manila,
Philippines:
Rex
Book
Store.
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
the
corporation.
Board
of
Liquidators
v.
Heirs
of
Maximo
M.
2. Ratification
from
the
board
Kalaw,
20
SCRA
987
(1967).
3. Directors
or
Trustees
cannot
bind
the
Board
in
a
Stockholders’
Board
of
Liquidators
v.
Heirs
of
Maximo
M.
Kalaw
or
Members’
Meeting
• See
Tan
v.
Sycip,
499
SCRA
216
(2006).
Facts:
National
Coconut
Corporation
(NACOCO)
through
its
Kalaw
4. Directors
or
Trustees
Cannot
Attend
or
Act
by
Proxy
or
entered
into
several
contracts
involving
copra
trading
activities
which
Alternate1
became
unprofitable.
NACOCO
suffered
losses
NACOCO
herein
alleges
• On
account
of
their
responsibility
to
the
corporation,
and
by
the
that
under
the
by-‐laws
of
the
corporation,
the
general
manager
only
has
fact
that
they
were
elected
into
the
Board
based
on
their
the
power
to
perform
or
execute
on
behalf
of
the
corporation
upon
personal
qualifications,
business
acumen
and
background,
prior
approval
of
the
Board
all
contracts
necessary
and
essential
to
the
directors
or
trustees
cannot
validly
act
by
proxy.
proper
accomplishment
for
which
the
Corporation
was
organized.
• The
SEC
has
ruled
that
alternate
directors
are
not
allowed
by
law,
since
directors
are
required
to
exercise
their
judgment
and
Issue:
Whether
or
not
Kalaw
and
the
rest
of
the
board
were
guilty
discretion
in
running
the
affairs
of
the
corporation
and
cannot
negligence
and
bad
faith
and/or
breach
of
trust
for
having
entered
into
be
substituted
by
others
because
their
position
is
one
of
trust
the
unprofitable
contracts
and
confidence.2
Held:
NO.
Under
the
circumstances,
Kalaw’s
acts
were
valid
corporate
D.
Effects
of
“Bogus”
Board:
The
acts
or
contracts
effected
by
a
bogus
acts.
Evidence
shows
that
it
was
the
practice
of
the
corporation
to
allow
board
would
be
void
pursuant
to
Article
1318
of
Civil
Code3
because
of
its
general
manager
to
negotiate
contracts,
in
its
copra
trading
for
and
the
lack
of
“consent”.
Islamic
Directorate
of
the
Philippines
v.
Court
of
in
NACOCO’s
behalf,
without
prior
board
approval.
The
Court
ruled
that
Appeals,
272
SCRA
454
(1997).
“if
the
by-‐laws
were
to
be
literally
followed,
the
board
should
give
its
stamp
of
prior
approval
on
all
corporate
contracts.
But
[in
this
case]
the
board
itself,
by
its
acts
and
through
acquiescence,
practically
laid
aside
1
Villanueva,
C.
L.,
&
Villanueva-‐Tiansay,
T.
S.
(2013).
Philippine
Corporate
Law.
the
by-‐law
requirement
of
prior
approval”
(2013
ed.).
Manila,
Philippines:
Rex
Book
Store.
2
SEC
Opinions,
dated
27
May
1970
and
25
April
2985,
addressed
to
Polyphosphates,
Inc.
Doctrine:
There
are
2
ways
by
which
corporate
actions
may
come
about
3
Article
1318.
There
is
no
contract
unless
the
following
requisites
concur:
through
its
Board
of
Directors:
(1)
Consent
of
the
contracting
parties;
1. The
board
may
empower
or
authorize
the
act
or
contract
(2)
Object
certain
which
is
the
subject
matter
of
the
contract;
(3)
Cause
of
the
obligation
which
is
established.
(1261)
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)