CORPORATION LAW

Name: Jose Maria Jude Duremdes Professorial Lecturer: Atty. Edison Belloga

1. Explain briefly the cumulative voting method in the election of Board of Directors/Trustees. Cumulative voting is a kind of method where a stockholder is allowed to have its vote concentrated to a certain candidate or give more or as many votes as the number of candidates to be elected. This is to multiply the number of shares. Provided, that the total number of votes cast shall not exceed the number of shares owned by him. 2. Who are the corporate officers mentioned in the Corporation Code? Give their classification. The following are the corporate officers considered in the Corporation Code and their classification. a.) Board of Directors- referred to as management. They are the governing body of the corporation chosen by the stockholders or members. b.) President,Vice-President,Treasurer and Secretary- they are the officers commonly regarded as the principal or executive officers of a corporation. c.) And other appointive positions that the Board may choose to create, so long as, their functions are lawfully delegated to them. 3. Who are disqualified from becoming Directors/Trustees/Officers of a Corporation? Any persons convicted by final judgement of an offense punishable by imprisonment for a period exceeding six years or a violation of this Code, committed within five years prior to the date of his election or appointment (Sec 27. Corporation Code of Phils). 4. Explain briefly the power and limitations of the stockholders to remove Board of Directors/Trustees. Given the authority as provided by this Code, stockholders or the members, as the case may be, with their votes of two-thirds of the outstanding capital stock or two-thirds of the members in the case of a non-stock corporation entitled to vote, may removed from the office any director or trustee of a corporation. Such removal does not even require sufficient cause or reason giving them the right as the ultimate masters. Although, such powers has its limitations because, the removal cannot be arbitrarily carried or effected without due process. A hearing is required by giving notice of meeting either regular or special meeting especially called for the purpose by the secretary on order of the president or on the written demand of the stockholders representing the majority of the outstanding capital stock or the majority of the members who are entitled to vote in the case of a non-stock corporation.

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