FALSE: Promissory estoppel may arise from the making of a promise, even

without consideration, it was intended that the promise should be relied

upon, as in fact it was relied upon, and if refusal to enforce it would virtually
sanction the perpetuation of fraud or would result in other injustice (Central
Hence, the corporate by-laws may not be amended to authorize perpetual
seat or position of certain individual as directors.

It presupposes the existence of a plan or specific promise on the part

of one against whom the estoppel is claimed. Its elements are:
(a) A promise reasonably expected to induce action or forbearance;
(b) Such promise did in fact induce such acton or forbearance; and
(c) The party suffered detriment as a result. (Accessories Specialists v.
Alabanza, G.R. No. 168985).

Thus, when a party failed to fulfill an offer for any reason, such party
is not liable under the principle of promissory estoppel. There must be exist
a plan or specific promise.

1. Corporate by-laws may be amended to authorize perpetual seat or position

of certain individual of certain individual or entity in the Board of Directors.

FALSE: Under Section 22 of the Revised Corporation Code, directors shall

be elected for a term of one (1) year from among the holders of stocks
registered in the corporation’s books. Each director and trustee shall hold
office until the successor is elected and qualified.
Hence, the corporate by-laws may not be amended to authorize perpetual
seat or position of certain individual as directors.
By-laws are subordinate to the Article of Incorporation as well as to the
Revised Corporation Code and related statutes (Loyola Grand Villas v. CA,
G.R. No. 117188). The law is clear that the term of directors shall be for a
period of one (1) year only. In case of conflict between the provisions of
the Corporation Code and corporate by-laws, the former shall prevail.

2. Corporate by-laws may be amended to deprive or disqualify certain

individuals or entity nomination or position in the Board of Directors.

TRUE: Section 46 of the Revised Corporation Code enumerates one of the

minimum qualifications of directors, to wit: that he must possess other
qualifications as may be prescribed in the by-laws of the corporation. The
Supreme Court also ruled in Gokongwei v. SEC that the by-laws may
validly provide for the ineligibility or disqualification of a director.

3. As contemplated in Section 11, Article XII of the Constitution, “capital”

refers to all assets of the corporation including all classes of issued stocks.

FALSE: Hence, the corporate by-laws may not be amended to authorize

perpetual seat or position of certain individual as directors.Article XII of the
Constitution refers only to shares of stock that can vote in the election of
directors. Also, the Supreme Court ruled in Roy v. Herbosa