Disqualifications (Sorry di ko alam ano kinalaman nito sa DQs. Read at your own risk.

ENRIQUE BRIAS v. JOHN HORD

G.R. No. L-8387; February 5, 1913

FACTS: Enrique Brias was a duly elected member of the Board of Directors of BPI, and
also a member of the committee of credits. John Hord is the acting president of said
corporation.

On August 15, 1912, Brias, acting as a member of the Board and the committee
of credits, sought authority from Hord to examine and inspect the books of account of
BPI, which is in Hord’s possession and control. Hord refused and denied Brias repeatedly.

Later on, Hord and the other Board Members declared Brias’ position as vacant by
reason of Brias’ alleged resignation they said to have happened during a board meeting
where heated exchanges occurred dated September 26, 1912.

Brias instituted a complaint against Hord and the Board of BPI praying that he be
allowed tot eh use, exercise and enjoyment of his office as a member of the Board and
the committee of credits.

ISSUE: Did Brias resign as a member of the Board of Directors of BPI?

HELD: No.

It is not disputed that a resignation per verba is just as effective and binding as a
resignation per scripta.

But it appears that the minutes of the proceedings of the meeting on September
26, kept by the Secretary, were destroyed.

The minutes of the transactions, prepared by its secretary or some person named
or appointed for the purpose of keeping a record of the proceedings, are generally
accepted, once approved by the Board, as prima facie evidence of what actually took
place during that meeting. In this case, the minutes were not prepared by the secretary.
His minutes had been destroyed. The minutes presented in evidence was prepared by
the board itself in the absence of Brias, and after the alleged resignation took place.

Brias maintains that he did not resign. It will be noted that no words are here
attributed to him which indicate that he then and there absolutely and unequivocably
resigned. The most that can be said is that he “ceased to attend its meetings.” No words
are attributed to him, even by said minutes which show conclusively that he did then and
there resign.

The Court finds that there is a marked and irreconcilable conflict in the statements
of the different members of the board. Some say that Brias said that “he was resigning,”
others say that he was “going to resign,” while the minutes say that “he could not continue
to belong to a corporation” etc., and that “therefore, he withdrew from it and ceased to
attend its meetings.” The Court finds that the members are not clear in their understanding
of just exactly what Brias said with reference to the alleged resignation.

That members of boards become momentarily disgusted with the method of

procedure of their associates and withdraw, is not an infrequent occurrence. For the
associates to take advantage of this common weakness of men and distort the
momentary action into a meaning not really intended or justified by actual words would
be to do great injustice to their fellows.