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TITLE III

BOARD OF DIRECTORS/ TRUSTEES/OFFICERS

Sec 23.
trustees

The

board

of

directors

or

CORPORATE POWERS EXERCISED BY


BOARD OF
DIRECTORS OR TRUSTEES
1. Governing body of the corporation
2. Binding effect of the stockholders action
3. Extent of judicial review
LIMITATIONS ON POWERS OF BOARD OF
DIRECTORS OR TRUSTEES
4. Must observe the limitations or restrictions
imposed by the Constitution, statutes, and
rules and regulations having the force of law
on the corporation including its articles of
incorporation and by-laws.

TERM OF OFFICE OF DIRECTORS AND


TRUSTEES
Shall hold office for 1 year and until their
successors are elected and qualified.
NUMBER OF DIRECTORS AND TRUSTEES
1. Under the Code- not be less than 5 nor more than
15 except otherwise provided by the Code.
2. Ordinary non stock corporation- may be more
than 15 in number with the term of office of 1/3 of
their number expiring every year.
3. Close corporation- Can be managed by
stockholders only rather than by the board of
directors.
4. Trustees of non-stock educational corporationsshall not be less than 5 nor more than 15 provided
that the number shall be in multiple of 5 with the term
of office of 1/5 of their number expiring every year.

QUALIFICATIONS OF DIRECTORS AND


TRUSTEES
Stock Corporations
Every director must own at least one share of
the capital stock.
The share of stock held by the director must
be registered in his name on the books of
corporation.
Every director must continuously own at least
a share of stock during his term, otherwise,
he shall automatically cease to be a director.
A majority of the directors must be residents
of the Philippines.
Non- Stock Corporations
Must be members thereof
Must be residents of the Philippines

Sec 24. Election of directors or trustees


LIMITATIONS AND CONDITIONS
There must be present in person or by
representative authorized to act by written
proxy, the owners of the majority of the
outstanding capital stock or if there is no
capital stock, a majority of the members
entitled to vote.
Must be in ballot if requested by voting
stockholder or member. Hence, voting by viva
voces.
Stockholder cannot be deprives in the articles
of incorporation or by-laws of his right to use
any of the methods of voting.
No delinquent stock shall be voted.
Candidates receiving highest number of votes
shall be declared elected.

METHODS OF VOTING
1. Straight Voting
2. Cumulative voting for one candidate
3. Cumulative voting by distribution
VOTING IN A NON-STOCK CORPORATIONS
Members of the non-stock corporations may
cast as many votes as there are trustees to be
elected but may not cast more than one vote
for one candidate.