STUDY GUIDE

I. Definitions
Define or give the meaning of the following:
1. quorum;
2. cumulative voting for one candidate;
3. cumulative voting by distribution; and
4. corporate opportunity doctrine
330 PRIVATE CORPORATIONS
II. Discussions
1. State the qualifications prescribed by the Corporation Code for directors and
trustees of stock and non-stock corporations
2. How shall the directors/trustees exercise their powers in order to bind the
corporation? Give the reasons for the rule.
3. Illustrate straight voting as a method in the election of directors.
4. Illustrate voting in a non-stock corporation in the election of trustees.

III. Problems
Explain or state briefly the rule or reasons for your answers.
1. A contract was entered into in the name of the corporation with the unanimous
approval of all the stockholders. Is the contract binding on the corporation?
2. X, a director in a corporation, is recorded in the book of the corporation as
owner of one (1) share of stock. X admits the the true owner is Y, its President. Is X
disqualified to be a director?
3. A vacancy occurs in the board of directors, further reducing the number from
11 to 6 members. Who is empowered to free the vacancy, the stockholders or the
incumbent directors?
4. X was elected director in a corporation. The other directors who supported his
election, assured him a monthly compensation of P50,000. In fact, they approved a
resolution granting him the compensation. Is X entitled to the compensation?

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