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. Enumerate qualifications required for a Board Director.

All powers of a corporation, including the conduct of affairs and the control of
properties, are exercised through its board of directors. Thus, it is only proper that the
persons composing the board are elected based on the highest standards. The
qualifications of directors are primarily governed by the Revised Corporation Code
(RCC), as supplemented by special laws and provisions of the corporate by-laws. To be
elected as a director, one must be of legal age and an owner of at least one share of
the corporation. Moreover, one should not possess any of the traits or meet any of the
conditions for disqualification enumerated in the RCC. A person is disqualified from
being elected as a director if, within five years prior to the election, he was convicted by
final judgment by a local or foreign court: a) of an offense punishable by imprisonment
for a period exceeding six years; (b) violation of the RCC; or (c) violation of the
Securities Regulation Code. Also, he cannot be elected as a director if he was found by
a local or foreign authority to be administratively liable for any offense involving
fraudulent acts within the same five-year period prior to his election.

2. What are the powers of corporation? Briefly discuss each.

a) To sue and be sued in its corporate name;

b) Of succession by its corporate name for the period of time stated in the articles
of incorporation and the certificate of incorporation;

c) To adopt and use a corporate seal;

d) To amend its articles of incorporation in accordance with the provisions of this

Code;

e) To adopt by-laws, not contrary to law, morals, or public policy, and to amend or
repeal the same in accordance with this Code;

f) 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;

g) 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;
 h) To enter into merger or consolidation with other corporations as provided in this
Code;

i) 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;

j) To establish pension, retirement, and other plans for the benefit of its directors,
trustees, officers and employees; and

k) 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.

3. Explain the powers and fiduciary duties of the Board of Directors and Corporate
Officers.

Unless otherwise provided in this Code, the corporate powers of all corporations formed
under this Code shall be exercised, all business conducted and all property of such
corporations controlled and held by the board of directors or trustees to be elected from
among the holders of stocks, or where there is no stock, from among the members of
the corporation, who shall hold office for one (1) year until their successors are elected
and qualified. 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. What are the nature of corporations?

a) Corporations are distinct legal entities which exist separate from shareholders
(Shareholders have limited liability)

b) Corporations can sue and be sued

c) Corporations can own property

d) Corporations may and usually have a perpetual life.

5. Discuss each of the classes of corporation.

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. When we say stock corporation, those which
have capital stock divided into shares and are authorized to distribute to the holders of
such shares, dividends, or allotments of the surplus profits on the basis of the shares
held. As for non-stock corporation, are organized not for profit like charity and
churches.