directors

What is the limit on the total yearly compensation for directors or trustees?

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What is the limit on the total yearly compensation for directors or trustees? In the absence of a provision in the bylaws fixing their compensation, directors or trustees shall not receive any compensation in their capacity as such, except for reasonable per diems (SEC. 29, Revised Corporation Code of the Philippines). However, stockholders representing a […]

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Under what conditions are directors, trustees, or officers liable jointly and severally for damages?

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Under what conditions are directors, trustees, or officers liable jointly and severally for damages? Directors or trustees are held jointly and severally liable for all resulting damages if they willfully and knowingly vote for or assent to patently unlawful acts of the corporation (SEC. 30, Revised Corporation Code of the Philippines). Liability also arises if

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What happens if a director or officer acquires an interest adverse to the corporation in a confidential matter?

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What happens if a director or officer acquires an interest adverse to the corporation in a confidential matter? A director, trustee, or officer is strictly prohibited from attempting to acquire, or actually acquiring, any interest adverse to the corporation in respect of any matter that was reposed in them in confidence (SEC. 30, Revised Corporation

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What percentage of stock or membership is required to constitute a quorum for the election of directors or trustees?

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What percentage of stock or membership is required to constitute a quorum for the election of directors or trustees? For the election of directors or trustees, there must be present, either in person or through a written proxy, the owners of a majority of the outstanding capital stock (SEC. 23, Revised Corporation Code of the

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What are the fundamental roles and responsibilities of the board of directors or trustees?

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What are the fundamental roles and responsibilities of the board of directors or trustees? The board of directors or trustees is vested with the power to exercise the corporate powers, which are the fundamental legal capabilities of the entity (SEC. 22, Revised Corporation Code of the Philippines). The board is also responsible for conducting all

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What are the term lengths and qualification requirements for directors and trustees?

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What are the term lengths and qualification requirements for directors and trustees? Directors in a stock corporation are elected for a fixed term of one (1) year and must be holders of stocks registered in the corporation’s books (SEC. 22, Revised Corporation Code of the Philippines). Trustees in a nonstock corporation are elected for a

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What limitations are imposed on the exclusive voting rights granted to Founders’ Shares?

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What limitations are imposed on the exclusive voting rights granted to Founders’ Shares? The exclusive right granted to Founders’ Shares, allowing holders to vote and be voted for in the election of directors, is subject to a strict time limitation (SEC. 7, Revised Corporation Code of the Philippines). This exclusive right cannot exceed a period

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