REGARDING THE ISSUE ON COMPANY YS ELECTED OFFICERS CHANGING THE BOARD

OF DIRECTORS;
Board of directors of a company cannot be removed by such elected officers by the latters own
accord. Removal of directors by the sole decision of officers contravenes the provision of Batas
Pambansa Bilang 68, otherwise known as Corporation Code of the Philippines on when to
lawfully remove directors of a company. Article 28 of the said code provides that any director or
trustee of a corporation may be removed from office by a vote of the stockholders holding or
representing at least two-thirds of the outstanding capital stocksxxx It is clear that what the
officers did was in clear violation of the law on when to lawfully remove a director. Furthermore,
the same section provides that such removal shall take place either at a regular meeting of the
corporation or at a special meeting called for the purpose.. This added provision bolsters the
illegality of the act of the officers in changing the board of directors. There was neither a regular
meeting nor a special meeting called for the purpose of removing and changing the directors
otherwise Company X would have been notified with a notice to company X of the intention of
removing and changing the directors. Thus, the newly appointed board of directors is void and
has no legal basis to cloak it with corporate power.

REGARDING THE ISSUE ON SEVERAL RESOLUTIONS ISSUED BY THE BOARD OF

DIRECTORS;
Premising on the first issue on the illegality of the board of directors, such board cannot issue
resolutions that can affect the conduct its business such as changing authorized bank
signatories, termination of key officers and most especially filing of fictitious papers before the
Securities and Exchange Commission. According to Article 23 of BP 68, the corporate powers
of all corporations shall be exercised, all business conducted and all property of such
corporations controlled and held by the board of directors or trustees to be elected from among
the holders of stocks..xxx

(PRAYER)
It is clear that those acts conducted by those faux directors merit temporary restraining order
and preliminary injunction against company Y and its officers.