De facto corporation - organized with colorable compliance

Corporation by estoppel - a group of persons that assumes to act as a corporation knowing it to

be without authority to do so

Corporation by prescription- one that lias exercised corporate powers for an indefinite period
without interference on the part of the sovereign power

directors are elected for a term of one year

trustees are elected for a term not exceeding three years

The number of directors in a stock corporation cannot exceed 15 with a term of one year each
while the number of trustees in a nonstock corporation can exceed 15, and with a term of three
years each—-one-third of the board are elected annually.

independent director is a person who must not have a relation with the corporation

straight voting where every stockholder may vote such number of shares for as many persons
as there are directors to be elected;

cumulative voting for one candidate where a stockholder is allowed to concentrate his votes and
give one candidate

cumulative voting by distribution where a stockholder may cumulate his shares by multiplying
the number of his shares by the number of directors to be elected

30 days after the election submit their names, nationalities, and etc.
director, trustee or officer dies, resigns, secretary or the director, trustee or officer of the
corporation, shall report the same in writing to the SEC within seven days

directors/trustees may be removed by a vote of the stockholders representing at least two-thirds

of the outstanding capital stock

election must be held within 45 days from the time the vacancy arose

Executive Committee is a body created by the bylaws and composed of not less than three
members of the board of directors

Ultra vires acts are not necessarily unlawful, but they are outside the powers of the corporation.

ultra vires act as an act that is beyond the conferred powers of a corporation or the purposes or
objects for which it is created as defined by the law of its organization.
A corporation has express, inherent, and implied powers.

Contracts that are entered into by the corporation with one or more of its own directors/trustees,
or officers are voidable, unless certain conditions are met

bylaws of a corporation are the governing rules by which the corporation operates.

right of first refusal" or preemptive right

For the bylaws to be valid, it must: •

. not be contrary to law nor with the Revised Corporation Code;
• not be contrary to morals and public policy; • not impair obligations and contracts
* be general and uniform;
* be consistent with the charter or articles of incorporation, and
* be reasonable, not arbitrary or oppressive