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CORPORATE OFFICERS

Mattling vs. coros

Section 25. Corporate officers, quorum.--Immediately after their election,

the directors of a corporation must formally organize by the election of a
president, who shall be a director, a treasurer who may or may not be a
director, a secretary who shall be a resident and citizen of the Philippines,
and such other officers as may be provided for in the by-laws. Any two (2) or
more positions may be held concurrently by the same person, except that no
one shall act as president and secretary or as president and treasurer at the
same time.

Conformably with Section 25, a position must be expressly mentioned in the

By-Laws in order to be considered as a corporate office. Thus, the creation of
an office pursuant to or under a By-Law enabling provision is not enough to
make a position a corporate office. The only officers of a corporation
were those given that character either by the Corporation Code or
by the By-Laws; the rest of the corporate officers could be
considered only as employees or subordinate officials.

An "office" is created by the charter of the corporation and the officer is

elected by the directors or stockholders. On the other hand, an employee
occupies no office and generally is employed not by the action of the
directors or stockholders but by the managing officer of the corporation who
also determines the compensation to be paid to such employee.

Thus, pursuant to the above provision (Section 25 of the Corporation Code),

whoever are the corporate officers enumerated in the by-laws are the
exclusive Officers of the corporation and the Board has no power to create
other Offices without amending first the corporate By-laws. However, the
Board may create appointive positions other than the positions of corporate
Officers, but the persons occupying such positions are not considered as
corporate officers within the meaning of Section 25 of the Corporation Code
and are not empowered to exercise the functions of the corporate Officers,
except those functions lawfully delegated to them. Their functions and duties
are to be determined by the Board of Directors/Trustees.

The power to elect the corporate officers was a discretionary power that the
law exclusively vested in the Board of Directors, and could not be delegated
to subordinate officers or agents.

INTRA CORPORATE CONTROVERSY

The fact that the parties involved in the controversy are all stockholders or
that the parties involved are the stockholders and the corporation does not
necessarily place the dispute within the ambit of the jurisdiction of SEC. The
better policy to be followed in determining jurisdiction over a case should be
to consider concurrent factors such as the status or relationship of the
parties or the nature of the question that is the subject of their
controversy.
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OFFICERS AND THE CORPORATION

The general principle of agency law governs the relation between the
corporation and its officers or agents, subject to the provisions of the articles
of incorporation and by-laws, or relevant provisions of law, and corporate
officers must act within the scope of the authority conferred upon them,
otherwise the act is not binding on the corporation.

TWO LEVELS OF DISCUSSIONS ON CORPORATE OFFICERS ISSUES

The power of the BOD to hire and terminate officers in the exercise of
its business judgment, as contrasted from non officers who are
protected by the security of tenure policy under the labor law.
Determination of who are bound by the common law duties of
obedience, diligence and loyalty.

APPOINTMENT OF CORPORATE OFFICERS

The ability to hire and terminate officers lies at the very heart of the
operations of the corporation; it is a part of the exercise of the business
judgment of the board.

SEE SECTION 25.

In a stock corporation, the appointment of an officer is solely the power of

the BOD. In a close corporation, the power to elect the officer may be
granted directly to the stockholder. In a non-stock corporation, unless
otherwise provided for in the articles of incorporation or by the by-laws, its
officers may be elected by the members.

REMOVAL OF CORPORATE OFFICERS

NOTE: a corporate officers dismissal is always a corporate act, or intra-

corporate controversy, and the nature is not altered by the reason or wisdom
with which the board of directors may have in taking such actions. Tabang
vs. NLRC

EXTENT BY WHICH REGULAR COURTS CAN ADJUDIVCATE ON LABOR CLAIMS

Claims that are labor in nature arising from the intra-corporate controversy
which is within the jurisdiction of the RTC special commercial court may be
ruled upon by the said court, as part and parcel of the main controversy.
PSBA v. Leano

PROCEDURAL RULES ON SUITS BROUGHT

An election contest refers to any controversy or dispute involving title or

claim to any elective office in a stock or non-stock corporation, the validation
of the proxies, the manner and validity of elections, and the qualifications of
the candidates, including the proclamation of winners, to the office of
director, trustee or other officer directly elected by the stockholders in a
close corporation or by members of a non-stock corporation where the
articles of incorporation or by-laws so provide.
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REMEDIES

If the by-laws do not provide for a procedure of resolution of the

controversy, the plaintiff has 15 days from the date of election to file
his complaint.
If the by-laws provides for intra-corporate remedies, the plaintiff should
exhaust all these remedies.
After the resolution of the controversy, the plaintiff has 15 days to file
his complaint.

Election contest is summary in nature: xxxx

Constitutional issues: xxx dont fucking waste your timexxx

STATUTORY CORPORATE OFFICERS

PRESIDENT; The implied powers of the president of any corporation, cover

only such acts, contracts and transactions, which from their very nature and
based on commercial usage, are deemed to be within his competence as the
highest executive of the company as expected in the ordinary course of
business, and which the board expects the president to handle without prior
formal authorization.

SECRETARY: custodian of corporate records- he keeps the stock and transfer

book and makes proper and necessary entries therein.

Functions and Duties under SRC

Responsible safekeeping of the minutes of the meeting and other

official records
Be loyal to the M,V and O of the corporation
Work fairly and objectively with the Baord, mngt., and stockholders.
Appropriate administrative and interpersonal skills
Be aware of the laws, rules and regulations
Working knowledge of the operations
Inform the members of the board of the agenda
Attend all board meetings
Ensure the observance of board procedures and rules and regulations

COMPLIANCE OFFICERS: Never mind!

Corporate treasurer: one who receives and keep funs of the corporation, and
to disburse them in accordance with the authority given by him by the board
or the properly authorized officers.

Independent auditor: Dont mind him; hes just an annoying visitor!