Board of Directors/Trustees Corporate Officers Flashcards
original and
undelegated
monitoring and
advisory
exercise corp powers
conduct all business
control properties
BOD/BOT
may be delegated by
BOD/BOT
manage the corporation
perform duties as may
be provided for in BL or
as resolved by the BOD implements decision of
the Board
Corporate Officers
The board is the governing body;
decision making authority save on
cases requiring shareholders approval
Principle of Centralized
Management
The board is the body that
has authority to bind the
corporation.
Authority to Bind Corporation
A principle where corporations can be
held liable for the actions of its agents,
officers, or representatives, even if they
acted without actual authority, so long
as it appears to third parties that such
authority was conferred upon them.
Doctrine of Apparent Authority
The members of the board must act
with care, loyalty and obedience
They must exercise independent
judgment for the best interest of the
corporation for all stakeholders.
Business Judgment Rule
Methods of voting
Straight Voting
Cumulative Voting
a. Cumulative voting for 1
candidate
b. Cumulative voting by
distribution
CO
After election the following
corporate officers must be
elected:
1. President
2.Treasurer
3.Secretary
4. Such other officers provided in
the BL
By-laws
Set of rules and regulations
adopted by the corporation for
its internal government,
regulate conduct and prescribe
rights of its members in
reference to the management
of its affairs
Classification of
Corporate Powers
Express
Implied
Incidental
Theory of General
Capacity
A corporation holds such powers
which are not prohibited or
withheld from it by general laws.
General Powers
(Sec.35, RCC)
- To sue and be sued in its
corporate name - To have perpetual
existence - To adopt and use a
corporate seal - To amend its articles of
incorporation - To adopt bylaws
- To issue or sell stocks to
subscribers and to sell
treasury stocks/ accept
members in case of
NSC - To deal with Properties
- To enter into p, jv,m/c)
- To make reasonable donations
- To establish pension, retirement, and other
benefits for its stakeholders - To exercise such other powers as may be
essential or necessary to carry out its purpose
or purposes as stated in the articles of incorporation
An action filed by a minority SH in
the name and on behalf of the corp
to enforce a corporate right or
cause of action against the
directors or officers who
committed a wrongful act
against the corporation.
Derivative Suit
