Professional Documents
Culture Documents
6160
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[No. 33168--TI.
TIIontejo, J.
Africa
appellants.
Anibrosio
Padilla
Offices
for
petitioners
and
appellees.
ANGELES, J,:
111 the Court of First I11sb.111ce of Zan1boanga, petitioners
appellees F. Logan Jol1nston, Irene R. Johnston and Felisa
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OFFICIAL GAZETTE
July 20, 1963 a11d claiming that they are occupying the
the
the corporation.
On April 2, 1963, as scheduled, the stockholders composed
of Louis A. Johnston, F. Logan Johnston, Elizabeth J.
4.ra11eta, Rosario S. Johnston and Irene Johnston met at
the principal place of business of the corporation at 23
i\Iadrid
St., Zamboanga
City.
After the
meeting was
6161
6162
OFFICIAL GAZETTE
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the room where the meeting \Vas being held. The respond
ents, ho\\'ever, remained and carried on with the meeting
and elected themselves directors and officers of the corpo
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OFFICIAL GAZETTE
.
"This notice is being called at the instance of Mr. Logan Johnston
on the basis of his claim that he represents the majority of the
stocks of the Company.
"As indicated in the letter of Mr. Logmi Johnston, dated May 29,
1963, matters \Vhich were not taken up, or not finished, in the
regular annual stockholders meeting held last April 2, 1963 will be
taken up in this special stockholders' meeting.
'The busin'tlss agenda for this special stockholders' meeting shall
be as follows:
"1. Finamcial Report
2. Additional report of the President on the operations of the
business and the status of the Company
3. Recommendations and proposals of the President" (Exh. 6.)
Pursuant to this notice, another stockholders meeting was
l1eld at the principal office of the corporation on July 20,
1963.
quorum.
F. Logan Johnston
insisted that his motion las In order and asked for a div
ision of the house, but the Chair stood pat on its former
ruling.
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OFFICIAL GAZETTE
6164
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shall
be
voted.
Unless other
Any n1eeting
of the
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of
April,
of 1964 has not as yet been held in view of the fact that a writ
to
Si
1964 \Vas ob
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OFFICIAL GAZETTE
6165
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11is
,yalkout,
citing
Fletcher in
support
of
the
contention.
"Under a by-la>v providing that a lnajority of stockholders shall
constitute a quorum at all meetings, stoekliolders present and par
tieipating at a lawfuimeeting cannot, without justifiable rci:ison,
break the quorum by \vithdra,ving and so defeat the elections of
those directors desired by a majority." (Hexter vs. Colu1nbia
Banking Co., 16 Del Ch. 263, 145 Atl. 115; 5 Fletcher, 85.)
6166
OFFICIAL GAZETTE
5.)
IIe iemainerl
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OFFICIAL GAZETTE
6167
be sustained.
(p. 23) be
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of
quorum
before
proceeding
to
further
business.
We now consider the meeting of July 20, 1963.
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OFFICIAL GAZETTE
6168
But
ration.
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p. 89, Ibid.)
Nor may
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offi,
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oft
nd
sco1
stoc
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did
Jul:
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OFFICIAL GAZETTE
6169
\Vas
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62.)
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the
(18
CJS 1231.)
\Ve conclude fron1 all the foregoing that the trial court
did not err in holding that the election of directors in the
July 20 meeting \Vas proper as well as the subsequent elec
tion of the officers of the corporation held on the same date.
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OFFICIAL GAZETTE
6170
. SO ORDERED.
Co1icepcion Jr. and Gatmaitan, JJ., concur.
JwJ,gment affirmed.
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