Professional Documents
Culture Documents
- One of the units into which the capital stock is divider; it represents the intangible interest or right
which an owner has in the management, profits, and assets of the corporation
Represents the rights and interest of a stockholder in a corporation
Intangible personal property
May be issued even if not full paid, except shares w/o par value which are deemed fully paid and nonassessable upon issuance
Certificate of Stock
- The written acknowledgment by the corporation of a stockholders interest in the management, profits,
and assets of the corporation
The written evidence of such rights and interest
Tangible personal property
Issued only if the subscription is fully paid
De Facto Corporation
Defectively created but there is franchise resulting from an attempt in good faith to incorporate & an
exercise of corporate powers on the part of its members.
Has all the powers of a de jure corporation but its due existence can be attacked directly in a quo
warranto proceeding
Sec. 23
> Powers of the BOD, extent:
a. To exercise corporate powers
b. to conduct all business of the corporation
c. to control and hold corporate property
> Principle of Holdover Directors or trustees continue to hold office until the stockholders or members elect their successors and the latter take office. Accordingly, the incumbent directors do not automatically cease to hold office upon the expiration of their term if they have yet no successors
Sec. 25 Corporate Officers, quorum
> Corporate Officers:
- President: must be a director
- Treasurer
- Corporate Secretary: resident and citizen
- Other officers may be provided in the by-laws
> Quorum
- the number sufficient to transact business
- GR: The quorum in the meeting of the directors or trustees is the majority of the total number of directors or trustees fixed in the AOI
Sec. 32
> Requisites for validity of contract of the corporation with one or more of its directors of trustees:
VOIDABLE at the option of such corporation, unless:
a.
the presence of such director or trustee was not necessary to constitute a quorum for such meeting
b.
the vote of such director or trustee was not necessary for the approval of the contract
c.
the contract is fair and reasonable under the circumstances
> Ratification of contract with a director or trustee
When any of the first 2 conditions required is absent, may be raitified by 2/3 and full disclosure of the adverse interest of the director or trustee involved must be made at such meeting
> Requisite for validity of contract with an officer who is not a director:
a.
the contract is fair and reasonable under the circumstances
b.
contract must have been previously authorized by the BOD
INTERLOCKING DIRECTORS When a director holds seats in the BOD of 2 or more corporations
* Stockholdings exceeding 20% of the outstanding capital stock shall be considered substantial for purposes of interlocking directors
DOCTRINE OF CORPORATE OPPORTUNITY prohibits directors from usurping for, or diverting to themselves business deals or opportunities that in equity or fairness belong the corporation
Consequence:
Required to account to the latter for all such profits by refunding the same unless ratified
EXECUTIVE COMMITTEE a committee within a corporation composed of not less than 3 direcrtors and whose creation is provided in the by-laws
Duty: Give the authority to act of routine matters or on those that are required to be taken expeditiously w/o need of BOD meeting which may be difficult to convene
Acts that cannot be delegated to the Committee:
1.
Approval of any action for which shareholders approval is also required
2.
Filling of vacancies in the board
3.
Amendment, repeal or adoption of by-laws
4.
Amendment or repeal of any board resolution which by its express terms is not so amenable or repealable
5.
Distribution of cash dividends
Sec. 36 Corporate Powers and Capacity