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Title Iii Questions

This document contains information about the leadership and members of Title III as well as multiple choice questions and questions and answers related to corporate directors, trustees, and officers. The leadership of Title III includes Emily Jemuel S. Perez as the leader. The members listed are Jaime Artiaga, Jean Pauline Biteng, and Kaydios Ann Casil. The multiple choice questions test knowledge of the levels of corporate control, qualifications of directors and trustees, positions that can be concurrently held, and reasons for disqualification. The questions and answers section discusses liability of directors/trustees for unlawful acts, contract ratification requirements, and obligations when a director acquires a business opportunity belonging to the corporation.

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520 views3 pages

Title Iii Questions

This document contains information about the leadership and members of Title III as well as multiple choice questions and questions and answers related to corporate directors, trustees, and officers. The leadership of Title III includes Emily Jemuel S. Perez as the leader. The members listed are Jaime Artiaga, Jean Pauline Biteng, and Kaydios Ann Casil. The multiple choice questions test knowledge of the levels of corporate control, qualifications of directors and trustees, positions that can be concurrently held, and reasons for disqualification. The questions and answers section discusses liability of directors/trustees for unlawful acts, contract ratification requirements, and obligations when a director acquires a business opportunity belonging to the corporation.

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RS
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as DOCX, PDF, TXT or read online on Scribd
  • Title Page
  • Questions
  • Q&A

TITLE III

LEADER
Perez, Emily Jemuel S.

MEMBERS:
Artiaga, Jaime
Biteng, Jean Pauline
Casil, Kaydios Ann
QUESTIONS
MCQs
1. The following are the three levels of control in a corporation, except:
a. The Officers
b. The Board of Directors
c. Employees
d. The Stockholders
Answer: C
2. Which of the following is not the qualification of the board of directors/trustees?
a. The director or trustee must be a resident of the Philippines.
b. The director or trustee must have legal capacity.
c. The director or trustee must be of legal age.
d. For a stock corporation, a director must own at least 1 share of the capital
stock in his/her name. For a non-stock corporation, only members of the
corporation can be elected.
Answer: A
3. Any 2 or more positions may be held concurrently by the same person, except
that no one shall act:
a. As secretary and treasurer at the same time
b. As president and treasurer at the same time
c. As president and secretary at the same time
d. Both B and C
Answer: D
4. A person shall be disqualified from being a director, trustee, or officer of any
corporation if, within 5 years before the election or appointment as such, the
person was:
a. Convicted by final judgment for violating the Revised Corporation Code
b. Convicted by final judgment for violating “The Securities Regulation Code”
c. Administratively liable for any offense involving fraudulent acts.
d. All of the above
Answer: D
5. Vacancies in the office of the director or trustee may be filled by the vote of at
least a majority of the remaining directors or trustees, if still constituting a
quorum, if the reason for such vacancy is:
a. Removal by the stockholders or members
b. Expiration of the term
c. Other than the removal and expiration of the term
d. Death, resignation, abandonment, or disqualification
Answer: C
Q&A
1. What will happen to the directors or trustees who willfully and knowingly vote for
or assent to patently unlawful acts of the corporation or who are guilty of gross
negligence or bad faith in directing the affairs of the corporation or acquire any
personal or pecuniary interest in conflict with their duty as such directors or
trustees?
Answer: They shall be liable jointly and severally for all damages resulting
therefrom suffered by the corporation, its stockholders or members, and
other persons.

2. In Section 31 of the Revised Corporation Code, what is the requirement for the
ratification of a contract if any of the first 3 conditions is absent?
Answer: Such contract may be ratified by the vote of the stockholders
representing at least two-thirds (2/3) of the outstanding capital stock or of
at least two-thirds (2/3) of the members in a meeting called for the purpose.

3. What is the obligation of a director who acquires a business opportunity which


should belong to the corporation, thereby obtaining profits to the prejudice of
such corporation?
Answer: The director must account for and refund to the corporation all
such profits.

Common questions

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A director who profits from a business opportunity that should belong to the corporation is obliged to account for and refund all such profits to the corporation, ensuring that personal interests do not override corporate obligations .

A person is disqualified from serving as a director, trustee, or officer if, within five years before election or appointment, they have been convicted by final judgment for violating the Revised Corporation Code, the Securities Regulation Code, or have been administratively liable for fraudulent acts .

Requiring a director to own at least one share ensures their alignment with the interests of the corporation's stockholders, as they have a vested interest in the company's success, promoting responsible and vested governance .

If initial conditions for a contract are not met, ratification requires the vote of stockholders or members representing at least two-thirds of the outstanding capital stock or membership during a specifically called meeting .

While the Revised Corporation Code mandates that directors must have legal capacity, exceptions such as non-resident directors, when allowed by specific corporate bylaws, could provide operational flexibility for international corporations adapting to local requirements [implied in Source 1].

Prohibiting one person from holding both secretary and treasurer roles is strategically significant as it enhances the segregation of duties, reduces opportunities for financial mismanagement, and supports effective oversight and accountability within corporate operations .

A vacancy in the director or trustee position can be filled by the vote of at least a majority of the remaining board members if it is not due to removal, expiration of the term, but because of reasons like death, resignation, abandonment, or disqualification, provided a quorum is still constituted .

Requiring directors to be residents of the Philippines can ensure that those in governance positions have a strong connection to the local market and regulatory environment, thereby facilitating informed decision-making and adherence to national laws [implied in Source 1].

Holding the positions of president and treasurer or president and secretary concurrently is disallowed to prevent conflicts of interest and ensure effective checks and balances within the corporation, thereby enhancing accountability and transparency in operations .

Directors or trustees who willfully engage in illegal activities or demonstrate gross negligence or bad faith are jointly and severally liable for all resulting damages suffered by the corporation, its stockholders, members, and other persons .

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