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Section 35

Exxecutive Committee

Bod delegates some of its members to expedite action on important matters with out the need of a board meeting.

OFFICERS WHO ARE NOT DIRECTORS

nominal = stock holdings must not exceed 20% of the outstanding capital stock.

officers appointed to perform valuable services for the company under circumstances indicating expectation of payment arises on the part of the corporation

Note: The corporation is liable to pay even in the absence of a contract.

  • Must at least be 3 members of the board (Appointed by the Board)
  • They will act by majority votes from its members

Section 30

compensation of directors

In contract between two corporations under such circumstance is valid provided that the interest of the interlocking is nominal. Provided that the contract is fair reasonable.

The Exec. Committee may act except during the following conditions:

1. Approve actions which also require the approval from its shareholders

2. Fill vacancies in the board

3. amend the by-laws or adopt a new one

4. amend the resolutions of the board

5.distribute cash dividends.

CORPORATE OFFICERS WHO ARE DIRECTORS

In the absence of provisions in the by-laws stating their compensation, the board of directors shall not receive any compensation other than per diem.

Section 33 Contract between corporations with interlocking directors

officers under such circumstances are allowed to receive compensation other than per diems granted by the mere board provided that the intention is to give them salaries.

Total yearly compensation of the directors must not exceed 10% of the net income before income tax of the preceding year.

Compensation other than per diems may be granted by the vote of the stockholders at a meeting.

Compensations may be salary, fringe benefits, housings, company cars, stock options and etc

Section 34 Disloyalty of a director

A director acquires a business opportunity for himself that should have been to the corporation.

He is liable to refund the profit to the latter

Note: This provision is applicable even if the defence states that he risked his own funds in that venture.

Section 31

Liability of directors, trustees or officers

Liabilities that arise from the act of:

  • Directors or trustees who wilfully and knowingly vote for unlawful acts of the corporation
  • Direct the corporation to acquire personal interest in contrary to their duty.

Section 32

Dealings of directors, trustees or officers with the corporation

They are all liable jointly and severally for all damages resulting thereof.

Contract with its directors, trustees or officers is voidable unless the following conditions are present:

  • The presence of such is not necessary to form a quorum in the approval of the contract
  • His vote was not necessary for the approval
  • The contract is fair and reasonable under the circumstances
  • The contract has been previously authorized by the BoD. (For contract with officers)

Section 29

Vacancies in the Office of Directors or Trustees

Corporation Code of the Philippines

if the first (2) conditions aren't met, the contract may be ratified by vote of 2/3 outstanding capital stock. Provided that the contract is fair and reasonable under circumstances.

Note: A person elected shall only be elected for the unexpired term of his predecessor.

Vacancy in the board of directors may be filled by the majority of the remaining directors if they still form a quorum.

Otherwise, the filling of the vacancies must be filled by the stockholders in a regular or special meeting provided for that purpose.

Law on Partnership and Private corporations

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