8.
Raniel vs Jochico
G.R. No. 153413 March 2, 2007 517 SCRA 221
TOPIC: Section 23 in relation with Section 28; The power of the
stockholders to appoint officers and agents and as incident to this
power of appointment, they may discharge those appointed; Removal
may be with or without cause;
FACTS: Petitioners (Raniel and Pag-Ong), together with respondents
(Paul Jochico, John Steffens and Surya Viriya) were incorporators and
directors of Nephro, with Raniel acting as Corporate Secretary and
Administrator. The conflict started when petitioners questioned
respondent’s plan to enter into a joint venture with another
corporation. Because of this, petitioners claim that respondent tried to
compel them to waive their shares with nephron but they refused.
Thereater, Raniel applied for a indefinite leave due to stress which was
denied by Jochico, as Nephro President. Nevertheless, Raniel did not
report for work.
Jochico issued a Notice of Special Board Meeting however
despite the receipt of notice, petitioners did not attend the board
meeting. In the said meeting, the Board passed several resolutions
dismissing her as Administrator of Nephro appointing Otelio Jochico
as the new Corporate Secretary which authorized him to call for a
Special Stockholder’s meeting for the purpose of removal of petitioners
as directors of Nephro.
Otelio issued the corresponding notices for the Special
Stockholder’s Meeting. The notices were received by the petitioners
however they did not the attend the meeting. During the said meeting,
the petitioners were removed as directors of Nephro. Hence, petitioners
filed a case against respondents.
ISSUE: Won the petitioners removal as a director from Nephro was
invalid.
RULING: NO. Petitioners’ removal was a valid exercise of the
powers of Nephro’s Board of Directors
Under Section 23 of the Corporation code provides that, Directors may
appoint officers and agents and as incident to this power of
appointment, they may discharge those appointed.
In this case, Her request for an indefinite leave immediately effective
yet without prior notice reveals a disregard of the critical
responsibilities pertaining to the sensitive position she held in the
corporation.
The SEC also correctly concluded that petitioner Raniel was
removed as an officer of Nephro in compliance with
established procedure
The resolutions of the Board dismissing Raniel from her cacrious
position in Nephro are valid. Not withstanding the asence of
complainants from the meeting, a quorum was validly instituted since
the presence of three respondents in the special meeting established a
quorum for the conduct of business.
Under Section 28 of the Corporation code provides that, Any director
of a corporation may be removed from office by a vote of the
stockholders representing (2/3) of the outstanding capital stock. The
removal may be with or without cause.
Petitioners do not dispute that the stochholders’ meeting was held in
accordance with Nephro’s by-laws. Since more than 2/3 of the total
numbers of shares voted to oust him of his position, , he is properly
removed from his position, with or without cause.