Based from your readings of the above notes, readings from other 

materials, and the

videos you watched, answer the following as best as you can.

1. Discuss the nature and classes of corporation.

Corporation are created by compliance with state law, it cannot exist unless the
originators comply with state law and the state approves the existence of the entity-
Corporations are predicated on the theory that gov’t are allowed an entity to be created
that is separate and apart from its owners. A corporation is an artificial being created by
operation of law, having the right of succession and the powers, attributes and
properties expressly authorized by law or incident to its existence. Corporations formed
or organized under this Code may be stock or non-stock corporations. Corporations
which have capital stock divided into shares and are authorized to distribute to the
holders of such share’s dividends or allotments of the surplus profits on the basis of the
shares held are stock corporations. All other corporations are non-stock corporations.

2. What are the powers of corporation?

When corporate have the power, then corporation has a power on its own.
When we talk about corporation, they are not the same as a person and it is allowed to
conduct certain activities and has been granted certain rights. One of its powers is what
we called Express Power where it says that the corporation may exercise all powers
expressly given it by statute including the following: to sue and be sued in the
corporate name; to purchase, use, and sell land and dispose of assets to the same
extent a natural person can; to make contracts, borrow money, issue notes and bonds,
lend money, invest funds, make donations to the public welfare, and establish pension
plans; and to join in partnerships, joint ventures, trusts, or other enterprises. The
powers set out in this section need not be included in the articles of incorporation. The
other one is Implied Power, beyond those explicitly established are implied powers. The
company may lawfully conduct all acts that are necessary or appropriate to running a
bookstore—hiring employees, advertising special sales, leasing trucks, and so forth.
3. Explain the qualifications of Board of Directors.

The board of directors controlled the corporate powers of all corporations formed
shall be exercised, all business conducted and all property of such corporations. To be
qualified as a Board of Direction there must be a lot of things that might consider. Every
director must own at least one (1) share of the capital stock of the corporation of which
he is a director, which share shall stand in his name on the books of the corporation.
Any director who ceases to be the owner of at least one (1) share of the capital stock of
the corporation of which he is a director shall thereby cease to be a director. Trustees
of non-stock corporations must be members thereof. a majority of the directors or
trustees of all corporations organized under this Code must be residents of the
Philippines.

4. How can you remove a Corporate Officer?

You can remove a corporate officer through A special meeting of the

stockholders or members of a corporation for the purpose of removal of directors or
trustees, or any of them, must be called by the secretary on order of the president or
on the written demand of the stockholders representing or holding at least a majority of
the outstanding capital stock, or, if it be a non-stock corporation, on the written
demand of a majority of the members entitled to vote. They can be removed from
office by a vote of the stockholders holding or representing at least two thirds (2/3) of
the outstanding capital stock or at least two-thirds (2/3) of the members entitled to
vote.

5. Enumerate the powers and fiduciary duties of the Board of Directors or Corporate
Officers.

 To sue and be sued in its corporate name;

 Of succession by its corporate name for the period of time stated in the articles
of incorporation and the certificate of incorporation;
 To adopt and use a corporate seal;
 To amend its articles of incorporation in accordance with the provisions of this
Code;
 To adopt by-laws, not contrary to law, morals, or public policy, and to amend or
repeal the same in accordance with this Code;
 In case of stock corporations, to issue or sell stocks to subscribers and to sell
stocks to subscribers and to sell treasury stocks in accordance with the
provisions of this Code; and to admit members to the corporation if it be a non-
stock corporation;
 To purchase, receive, take or grant, hold, convey, sell, lease, pledge, mortgage
and otherwise deal with such real and personal property, including securities and
bonds of other corporations, as the transaction of the lawful business of the
 corporation may reasonably and necessarily require, subject to the limitations
prescribed by law and the Constitution;
 To enter into merger or consolidation with other corporations as provided in this
Code;
 To make reasonable donations, including those for the public welfare or for
hospital, charitable, cultural, scientific, civic, or similar purposes: Provided, that
no corporation, domestic or foreign, shall give donations in aid of any political
party or candidate or for purposes of partisan political activity;
 To establish pension, retirement, and other plans for the benefit of its directors,
trustees, officers and employees; and
 To exercise such other powers as may be essential or necessary to carry out its
purpose or purposes as stated in the articles of incorporation.