The board of directors are elected by the stockholders or in case of non stock corporations the member

entitled to vote. In order for them to elect the members of the board. The quorum requirement must be
complied with and as provided in Sec 24- majority of the outstanding capital stock or member entiled to
vote must be present in order that there may be an election of the board of directors or trustees, in
person or by proxy.

Non voting shres are not included in determining the quorum requirerments. Under Sec 6- olny voting
shares are included in determining quoring and voting requiremnts except those when it fall under the
enumerated 8 items exception.

The quorum requirement is the majority of the OCS or member entiled to vote, there is however no
specific voting requirement as to who gets elected as member of the board all that it says is the
candidate receiving the highest number of vote gets elected. E.g. if there are 5 members of the board,
the first 4 members got 1 million vote each, and the 5th candidate got 100k vote only but still he is the
5th with the highest number, then he gets elected as well.

In the election of member of the board, the stockholders amy avail their right as towhat is called
cumulative voting- it is the right of a stockholder to multiply the number of shres by the number of
directors to be elected, total sum will be his total number of votes which he may cast in favor of 1
candidate or distribute them provided that the total number of votes will not be exceeded.

e.g. if OCS is 1M, 5 Members Of The Board To Be Elected

A- 200= 1M votes ; 200k times the number to be elected= 1M

B-200=

C-200

D- 200

E-200

F-50 200 total of minority times 5= 1M. The minority can cast their 1M vote in Favor to 1 of them.

G-50

H25

I-25

Cumulative voting is generally unavailable to non stock because the provision of sec 11 is categorical
that member of a non stock corporation may only cast 1 vote per candidate, unless under sec 89 the AOI
of the non stock corp can broaden limit deny the voting rights of member of non stock corp that it may
allow cumulative voting.

It is a right granted to stockholders in order for them to have a righrful representation in the board
because if therers no cumulative voting the minority will not have any right of rpresentation in the
board. (12:20)
TERM OF OFFICE

SEC 23- General rule: They shall hold office for a term of 1 yr until their successor are duly elected and
qualified in accordance with law.

Exception: closed corporation; the stockholders while they remain stockholders will serve as a director
as well, there is no term, as long as he is a stockholder, he is a director.

Non stock corpotation- member of board of non stock corporation can serve for a term of 3 yrs until
successors are elected and qualified

In educational corporation- term of office may be 5 yrs

Sec 23-Term shall be for 1 yr only, fixed by law. Comapred to tenure which represent the term during
which the incumbent actuallt held office. Term is defined as the time during which an officer may claim
his office as a matter of right and fixes the interval after which he succeed by another. The term of office
is not affected by the hold over, the term is fixed by the statute and it does not change merely because
the office became vacant. Tenure may either be a shoter or longer duration. Gen Rule: 1 yr until his
successor has been duly elected and qualified in accordance with law. Tenure for the entire duration he
actually held office (17:00)