TITLE III BOARD OF DIRECTORS/ 14.

The _____________ naturally holds

TRUSTEES/OFFICERS over and continues to function until
another is chosen and qualified.
15. Define hold-over.
1. What is the governing body of the 16. When does hold-over happen?
corporation in which the corporation 17. What is the minimum requirement as to
can only act and contract through the number of directors/ trustees?
them? (a) Ordinary non-stock
2. They elect the board of directors corporation
(trustees) (b) Close corporation
3. They have the sole authority to (c) Non-stock educational
determine policy and conduct the corporations
ordinary business of the corporation (d) Corporation sole
within its scope of its charter which do (e) Religious societies
not require the consent or approval of 18. Qualifications of Directors (trustee)
the stockholders. (a) Stock Corporation
4. The courts will not interfere to the acts (b) Non-stock corporation
committed by the directors if 19. Only ________ persons could be
________________________. elected as directors or trustees.
5. ___________ may have all the profits 20. Citizen Requirement
but ______________ has the exclusive (a) General rule
authority to manage and control the (b) Domestic banks
transaction of its business and the use (c) Registered investment
of its assets. companies and private
6. 3 Limitations as to the POWERs of the development banks
director/trustees. 21. They cannot be elected as directors/
7. Directors and trustees hold officers of corporations engaged in
_____________ meaning involving trust business w/c are totally or partially
and confidence. nationalized.
8. REQUIREMENT as to the acts of 22. Additional qualifications of
directors or trustees that will bind the directors/trustees of the corporation
corporation. may be prescribed by: (requisites)
9. What is the reason for such rule/ 23. Effect of lack of Qualification
requirement? 24. Provided: (sa no.23)
10. Instances where such requirement is 25. Conditions as to the election of
not needed. Thus, will bind the directors/officers.
corporation. 26. Viva Voces
11. What is the general rule as to 27. Sine Die
delegation of power of directors/ 28. Time of election
trustees? 29. TRUE/ FALSE “The failure to hold the
12. These acts/powers cannot be delegated annual meeting is disastrous because
to the subordinate officers/agents. the directors or trustees cannot hold-
13. What is the term of office of the over.”
directors/trustees? 30. General Rule of Sec. 23
31. 3 methods of voting (with definition) 51. TRUE/FALSE: The board of directors (or
32. Formula for determining the votes trustees) has no power to remove one
needed in cumulative voting. of its members.
33. Rule regarding the voting in a NON- 52. TRUE/FALSE: “ The corporation code
STCOK CORPORATION confer expressly the power to remove a
34. Who shall elect administrative officers? director or trustee of a corporation.
35. Who are these administrative officers? 53. Requisites for removal of
36. Who shall fix the salaries of the directors/trustees.
corporate officers? 54. Consequence if the director quits which
37. Rules regarding positions held by same occasioned a loss of profits to the
person, corporation.
38. Qualifications and Duties of: 55. Instances where abandonment of office
(1) President is presumed.
(2) Vice-President 56. Who are eligible to fill up the vacancies?
(3) Secretary 57. As a general rule provided in sec 30, the
(4) Treasurer directors shall not receive any
(5) General Manager compensation except:
39. What is comptroller? 58. TRUE/FALSE: “ The directors have
40. Requisites for board meeting authority to grant compensation to
41. Define Quorum themselves. “
42. What is the number required for 59. Whereby compensation is allowed, the
presence of quorum. total yearly compensation of directors
43. Number required for approval of shall not exceed __________.
corporate acts. 60. However, directors are entitle to
44. TRUE/FALSE “The code give the receive these, whether or not
corporation the power to require a authorized by the by-laws.
number greater than the majority of 61. Entitled to compensation/noyt:
the board members. (a) Corporate officers who are
45. TRUE/FALSE “The directors/trustees can not directors.
attend/vote by PROXY at board (b) Corporate officers who are
meetings. directors.
46. Who shall submit to the SEC the names, 62. Occasions where a director or trustee is
nationalities and residences of the held liable.
directors/trustees and officers elected? 63. Nature of Liability.
47. Such submission must be done within 64. What is the liability of the
this specific no. of days. directors/trustees or officers for profits
48. In cases of death, resignation, or which otherwise would have been
cessation of office, they are the ones accrued to the corporation.
who shall report such fact to the SEC. 65. The contract entered into by one of or
49. Grounds for disqualification of more of its directors/trustees/officers is
directors/ trustees or officers. ____________________.
50. TRUE/FALSE: Stockholders can remove 66. EXCEPTION TO THAT RULE: (CASES
directors any time if they wish. where contract is deemed valid)
67. Contract entered into by the
interlocking directors (as a general
rule), is ______________________.
68. What is the consequence as to a
director who acquires for himself a
business opportunity which should
belong to the corporation?
69. What is needed in order for he guilty
director to be exempted from liability?
70. TRUE/FALSE: Executive Committee is
appointed by the board.
71. Requirement to creation of executive
committee.
72. As a general rule, executive committee
may act on specific matters as may be
delegated to it in the by laws or on a
majority vote of the board, except: (acts
in which the executive committee is
NOT AUTHORIZED)
73. TRUE/FALSE: All members of an
executive committee may not be
directors of the corporation.