1.

The supreme court declared void the bylaw provision that granted to the corporation a right of first refusal over
shares sought to disposed by shareholders
 TRUE
2. The AOI of a corporation may be executed either before or after its incorporation
 FALSE
3. The principle is well settled that an existing law enters into and forms part of a valid contract without need for
the parties expressly making reference to it
 TRUE
4. Ultra vires act refers to one which is not within the corporate powers conferred by the code or AOI or not
necessary or incidental in the exercise of the powers so conferred
 TRUE
5. In all cases third person are not bound by corporate by laws provision
 TRUE
6. A suit to enforce preemptive rights in a corporation is a derivative suitc because it is instituted on behalf and for
the benefit of the corporation
 FALSE
7. THE BYLAWS OF A CORPORATION Is A Condition PRCEDENT OF ITS CORPORATE EXISTENCE
 TRUE
8. As a general rule the corporation may only acquire its own stocks in the presence of retained earnings
 FALSE
9. The power to borrow or obtain a loan is one of the enumerated corporate powers under the code it is really an
inherent or implied power of every corporation since it flows from its beginning granted the capacity to
contract or to obligate itself as a juridical person under article 46 of the civil code, in addition the express
powers to enter into the accessory contract of pledge or mortgage under section 35G must necessary inclu8de
the power to enter into the accessory contract of loan
 TRUE
10. Since AOI provisions are intramural in nature and are not meant to bind parties outside the corporate family it
stands to reason that the public dealing with the corporation are not supposed to be interested in the provision
of its AOI, and therefore should not be bound thereby.
 FALSE
11. In the Philippines corporate bylaws are indispensable
 FALSE
12. The power to sue and be sued is oen of the express power of the corporation under section 35b of the RCC.
Consequently the exercise of such power lies within the business discretion of the board of directors
 FALSE
13. ang pogi ni sir fidel
 TRUE
14. payments of dividends to a stockholder is a matter of consensus
 TRUE
15. bylaws are subordinate to the articles of incorporation as well R.A. no. 11232
 TRUE
16. no foreign or domestic corporation shall give donations of any political party or candidate or for purpose of
partisan political activity
 FALSE
17. cash dividends are declared by the majority of the quorum of the board of directors with the concurrence of
the stockholder representing at least 2/3 of the outstanding capital stock
 FALSE
18. it is a well-established principle that the contents of the bylaws that contravene the constitution and the laws
of the land are deemed void; and that in case of contradiction to any of the provision of the AOI the bylaws
provision shall prevail
 TRUE
19. the stock holder representing 2/3 the outstanding capital stock or 2/3 of the members (in non stock
corporation)may delegate to the board of directors or trustees the power to amend or repeal the AOI bylaws or
adopt new articles of incorporation or bylaws
 TRUE
20. appraisal right means that a stockholder who dissented and voted against the proposed corporate action, may
choose to get out of the corporation by demanding payment of the fair market value of his shares
 TRUE