LEARNING GUIDE QUESTIONS (continuation)

62. Are there instances when corporate powers can be exercised by persons other than the Board of
Directors?

63. What are the qualification of a director?

64. What is the term of office of directors?

65. What is the holdover principle?

66. What is the required number of stockholders or members that must be present during elections?

67. What is the manner of voting in the election of directors or trustees?

68. What are the methods of voting?

69. What is the limitation on cumulative voting in stock corporations?

70. Can a stock corporation deprive its stockholders of their right to vote?

71. Discuss the requisites in order for an election to be valid?

72. Are non-voting shares absolutely prohibited from exercising voting rights?

73. Enumerate the shares which do not have voting rights?

74. Which court or administrative body has jurisdiction over election contests in corporation?

75. What is the quorum required during election of directors or trustees?

76. How are directors or trustees removed by the stockholders or members?

77. What constitutes “Cause” as basis for removal?

78. What is the remedy of stockholders if the corporate secretary failed or refused to call a special
meeting to remove a director or trustees?

79. How is vacancy in board filled?

80. What is the term of the director of trustee elected to fill the vacancy?

81. Are directors entitled to compensation?

82. What is the limitation to the compensation granted to directors?

83. Are the directors still entitled to such compensation amidst the absence of corporate net income?

84. What are the fiduciary duties of directors or trustees?

85. Define watered stock.

86. Are directors and officers solidarily liable for the issuance of watered down stocks?

87. What is the special facts doctrine?

88. When can a corporation be held criminally liable?

89. Are officers liable for the criminal acts done on behalf of the corporation?

90. What is an inside information? (SRC, Sec. 27)

91. Can directors or trustees deal with securities using inside information?

92. Who are self-dealing directors, trustees or officers?

93. What is the status of a contract entered into by a self-dealing director?

94. Who are interlocking directors?

95. Does the law prohibit interlocking directorship?

96. When is an interlocking director deemed to have substantial interest?

97. What is an executive committee?

98. What is the authority of the executive committee?

99. Is the decision of the executive committee subject to appeal to the board of directors?

100. Suppose the board of directors created a body called “executive committee” and the corporate By-
Laws is silent on the power to create an executive committee. Is the said committee illegal?

101. What are the limitations on the powers of an executive committee?

102. What are the kinds of meetings of the board of directors or trustees?

103. When are the meetings of the board of directors or trustees held?

104. Where are the meetings of the board of directors and trustees held?

105. Discuss the required notice in order that meetings of directors or trustees be valid?

106. Who calls the meetings of the board of directors or trustees?

107. How is quorum in the meeting of the board of directors or trustees determined?

108. What happens in case a director or trustee failed to attend a meeting?

109. Explain the Doctrine of Apparent Authority / Doctrine of Estoppel.

JURISPRUDENCE

AF Realty & Dev’t. v. Dieselman Freight Services, January 16, 2002

The Government of the Philippine Island v. Filipino, July 13, 1927

People v. Tan Boon Kong, March 15, 1930

Sia v. People, April 28, 1983

Filipinas Port v. Go, March 16, 2007

Lopez v. Ericta, June 29, 1972