How is a vacancy in the board of directors filled, excluding removal or expiration of term?
A vacancy occurring in the board of directors or trustees due to reasons other than removal or expiration of term may be filled by a vote of at least a majority of the remaining directors or trustees, provided they still constitute a quorum (SEC. 28, Revised Corporation Code of the Philippines). If the remaining directors do not constitute a quorum, the vacancies must then be filled by the stockholders or members in a regular or special meeting called specifically for that purpose. In all cases other than removal or expiration, the election to fill the vacancy must be held no later than forty-five (45) days from the time the vacancy arose. The director elected to fill a vacancy serves only for the unexpired term of the predecessor in office.
30 October 2025
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