CORPORATE LAW

QUIZ ASSIGNMENT
Name: Castillo, Jules Asner G. Section: BSA-2B Date: 3/22/23
1.1 False
- According to Section 34, – If the bylaws so provide, the board may create an executive
committee composed of at least three (3) directors.
1.2 True
- Section 30, directors or trustees shall be liable jointly and severally for all damages
resulting therefrom suffered by the corporation, its stockholders or members and other
persons.

1.3 False
- Section 22, Corporations covered by Section 17.2 of Republic Act No. 8799, otherwise
known as “The Securities Regulation Code,”

1.4 True
- Based on Section 28, Vacancies in the Office of Director or Trustee; Emergency Board

1.5 True
- Section 24, The officers shall manage the corporation and perform such duties as may
be provided in the bylaws and/or as resolved by the board of directors.
1.6 False
- Section 24, The same person may hold two (2) or more positions concurrently, except
that no one shall act as president and secretary or as president and treasurer at the
same time, unless otherwise allowed in this Code.
1.7 False
- Section 53, The chairman or, in his absence, the president shall preside at all meetings
of the directors or trustees as well as of the stockholders or members, unless the bylaws
provide otherwise.
1.8 False
- Section 52, Directors or trustees cannot attend or vote by proxy at board meetings.
1.9 True
- Section 52, Directors or trustees who cannot physically attend or vote at board meetings
can participate and vote through remote communication such as videoconferencing,
teleconferencing, or other alternative modes of communication that allow them
reasonable opportunities to participate.

2. Distinguish “term” of office from “tenure” of a director or trustee. (5 points)

The term means the time during which the officer may claim to hold the office as of right, and
fixes the interval after which the several incumbents shall succeed one another. The tenure
represents the term during which the incumbent actually holds the office. The term of office is
not affected by the hold over. The tenure may be shorter than the term reasons within or beyond
the power of the incumbent.
3. What are the minimum set of officers in a corporation? Enumerate and provide their
respective qualifications. (10 points)
The directors of a corporation must formally organize and elect: (a) a president, who must be a
director; (b) a treasurer, who must be a resident; (c) a secretary, who must be a citizen and
resident of the Philippines; and (d) such other officers as may be provided in the bylaws. If the
corporation is vested with public interest, the board shall also elect a compliance officer. The
same person may hold two (2) or more positions concurrently, except that no one shall act as
president and secretary or as president and treasurer at the same time, unless otherwise
allowed in this Code. The officers shall manage the corporation and perform such duties as may
be provided in the bylaws and/or as resolved by the board of directors.

4. What are the instances when a director, trustee or officer can be held personally liable?
(10points)
(Sec. 30) The occasions when a director or trustee may be held liable for damages is when:
a. He willfully and knowingly votes or assents to patently unlawful acts of the corporation.
b. He is guilty of gross negligence (not mere “want of ordinary prudence”) or bad faith in
directing the affairs of the corporation.
c. He acquires any personal or pecuniary interest in conflict with his duty as such director
or trustee.
5. When and where are stockholders’ meetings, regular and special, required to be held?
(5points)
(Section 49) Regular meetings of stockholders shall be held annually.
If fixed – refers to bylaws.
If not fixed – on any date after April 15 of every year.
Provided that written of notice of regular meetings shall be sent to all stockholders at least 21
days prior to the meeting, unless a different period is required in the bylaws, law or regulation.
(Section 50) Place: in the principal office of the corporation as set forth in the articles of
incorporation, or if not practicable, in the city or municipality where the principal office of the
corporation is located.

6. When and where are board meetings, regular and special, required to be held? (5 points)
(Section 52)
Time

 Regular meetings of the board of directors shall be held monthly, unless the bylaws
provide otherwise.
 And Special meetings may be held at any time upon the call of the president or as
provided in the bylaws.
Place

 May be held anywhere in or outside of the Philippines, unless the bylaws provide
otherwise.

7. What should directors or trustees’ endeavor to present at each regular meeting of

stockholders or members? (5 points)
(Section 49)
a) Minutes of the most recent regular meeting.
b) A member’s list for nonstock corporations and, for stock corporations, material
information on the current stockholders and their voting rights;
c) A detailed, descriptive, balanced and comprehensible assessment of the corporation’s
performance.
d) Financial report for the preceding year.
e) Explanation of the dividend policy and the fact of payments of dividends and reasons for
nonpayment.
f) Director or trustee profile.
g) Director or trustee attendance report.
h) Appraisal and performance report for the board and the criteria and procedure for
assessment.
i) Director or trustee compensation report – in accordance with the Code and rules.
j) Director disclosure on self-dealings and related party transactions.
k) The profiles of directors nominated or seeing election or reelection.