Stockholder- appraisal right

not applicable at time of incorporation b but applicable increase

treasures affi- not required because they are incorporated. Requires treasurer to sign

old- only incorporators

now- treasurer- sign, only article f incur not by laws

corporate staurte- 5 years non use- revoked continues- declared delinquent- who will declare? SEC
corporate status

Sec- due process-

New- voting of chuchu in abcencia

Independent directors- independent from management

Treasurer- resident- introduced in RCC due to responsibilities of treasure. Sa old- mandatory corps under
RC.

Secre

By laws

U can have more as long as by laws specifically provide for it.

Stocks and Stockholders provs.

Quorum deleted trnfered to sec 52

Proxy- deleted

SEC moto prorio order removal of disqualified officer

Filling up vacancies- depends on cost of vacancy

Expire- no late day of exp

Removal of stockholder- elec same day authorizing approva

Quorum elect not late 45 days at time o vacancy

Emergency boarc—applicability is that there is an absence of qourum filled out the officers. So basically.
Contracts – voidable unless certain pconditions met

Precense of diectior not necessary

Vote of director not necessary approva

Officer- previously authorize by Borad of Director

MATERIAL CONTRACTS- 10 percent total assets of company

Approved 2/3 entire membership vite

notice- 2 days prior inless

Qourum

Board Decision

Election of Officers

Presideing o
Sec 36 in conn art 15

Requirements
Involutary disso-pd902??
Whistle Blowers

Applicability of trust fund

Recovery of unpaid subscriptions in an absolvent company

unpaid subscription. Due to continues refusal to settle file case against shareholders. Sabi ni enano bote-
di na sila shareholders- issued ded of assignment – Alvarez underook to relieve them from paying
suncription

rtc- pay sba, affirmed ca

sc- corp cred cannot

trust fund doctrine

at the time of incorporations, san juan advance 2m, ec=vidence by deposit, treasurer in trust, afte
incorporations- board meetings- 932 k lang in cash,
Sabi niya invalid ung board meeting kasi he did not convene meee
roy vs herbosa in parallel gamboa xcase

Grandfather rule rule- gamboa case and roy v herbosa