What are the functions and how is an emergency board to fill a vacancy constituted?
An emergency board may be temporarily formed when a vacancy prevents the remaining directors from constituting a quorum, and critically, emergency action is required to prevent grave, substantial, and irreparable loss or damage to the corporation (SEC. 28, Revised Corporation Code of the Philippines). The vacancy may be temporarily filled from among the corporation’s officers by a unanimous vote of the remaining directors or trustees. The actions taken by this designated director are strictly limited to the necessary emergency actions. The term of the emergency director ceases either within a reasonable time from the termination of the emergency or upon the election of a replacement, whichever is earlier, and the corporation must notify the SEC within three (3) days of the emergency board’s creation.
30 October 2025
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