> Emergency Board: When the - EXCEPTION: Per diems/ by laws,

vacancy prevents the remaining Not to exceed 10% of NI before

directors from constituting a tax, if performing other functions
quorum and emergency action is
- Requires corporations vested
required to prevent grave,
with public interest to submit to
substantial, and irreparable loss or
their shareholders and SEC, an
damage, the vacancy may be
annual report of the total
TEMPORARILY FILLED from among
compensation of each of their
the officers of corporation by
directors/trustees
unanimous votes of the remaining
directors or trustees - Self-Dealing Directors: An
additional requisite is provided for
- The action shall be LIMITED to
transactions of self-dealing
the emergency action necessary, and
directors of corporations vested
the term shall cease within a
with public interest
reasonable time from the
termination of the emergency or > Approval of:
upon the election of replacement
a. At least 2/3 of the entire
director. Notify SEC within 3 days
membership of the board
from creation of the board
b. At least majority of the
> Increase in the Number of
independent directors
Directors: Any directorship or
trusteeship to be filled by reason of - Committees: Sec. 34 which used to
increase in the number of directors cover only Executive Committees,
or trustees shall be filled only by an now likewise covers management and
election at a regular or at a special other committees.
meeting of a stockholders or
> Provides for the authority of the
members
BOD to create special committees
> Compensation of Directors or of temporary or permanent nature
Trusteed: Sec. 29 prohibits the and to determine the members term,
Director/Trustee from composition, compensation, powers,
participating in the fixing of their and responsibilities
own per diems or compensation
- Director’s Meetings: Sec. 52
- GENERAL RULE: NO
compensation a. Notice requirement: 2 DAYS
prior to the date of the meeting