590 THE CORPORATION CODE OF THE PHILIPPINES Sec.

64

summarized as follows:
(1) Right to attend and vote in person or by proxy at stock-
holder's meetings (comments under Sees. 50, 58.);
(2) Right to elect and remove directors (Sees. 24, 28.);
(3) Right to approve certain corporate acts (see comments
under Sec. 52.);
(4) Right to adopt and amend or repeal the by-laws or adopt
new by-laws (Sees. 46,48.);
(5) Right to compel the calling of meetings of stockholders
when for any cause there is no person authorized to call a meet-
ing (Sec. 50, last par.);
(6) Right to issuance of certificate of stock or other evidence
of stock ownership and be registered as shareholder (see com-
ments under Sec. 63.);
(7) Right to receive dividends when declared (see comments
under Sec. 43.);
(8) Right to participate in the distribution of corporate assets
upon dissolution (see comments under Sees. 118-119.);
(9) Right to transfer of stock on the corporate books (see
comments under Sec. 63.);
(10) Right to pre-emption in the issue of shares (see com-
ments under Sec. 39.);
(11) Right to inspect corporate books and records (Sec. 74.);
(12) Right to be furnished the most recent financial state-
ment upon request and to receive a financial report of the corpo-
ration's operations (Sec. 75.);

Stockholders who are not corporate officers do not have a fiduciary duty to the cor-
poration as they are not in a position to misuse corporate property. They may, therefore,
compete with the corporation (which has a separate legal existence) and transact business
with it.
The rights of the stockholders have been classified as follows: (1) rights as to control
and management (Nos. 1-5, 15, 17); (2) proprietary rights (Nos. 6-10); and (3) remedial
rights. (Nos. 11-14, 16) Included in proprietary rights is the privilege of immunity from
personal liability for corporate debts, subject to judicial limitations against abuse of this
privilege, (see Ballantine, p. 375.)