RCC 2 Flashcards
It shall happen if a corporation fails to formally organize and commence its business within 5 years from the date of its incorporation
CERTIFICATE OF INCORPORATION SHALL BE DEEMED REVOKE
It refers to the governing body of a corporation
BOARD OF DIRECTORS
For the purposes of quorum, a stockholder or memberwho participates through remote communication or inabsentia shall be deemed
PRESENT
It refers to a position that must be expressly mentioned in the by-laws in order to be considered as it is.
CORPORATE OFFICER
It mandates that all corporations duly organized pursuant thereto are required to submit to the SEC the names, nationalities, shareholdings, and residences of the directors, trustees and officers elected
CORPORATION CODE
Disqualifications of a director, trustee or officers includes the following, except:
A. CONVICTED BY PRELIMINARY JUDGMENT
B. CONVICTED BY FINAL JUDGMENT
C. FOUND ADMINISTRATIVELY LIABLE FOR ANY OFFENSE INVOLVING FRAUDULENT ACTS
D. BY A FOREIGN COURT OF EQUIVALENT FOREIGN REGULATORY AUTHORITY FOR ACTS, VIOLATIONS OR MISCONDUCT
CONVICTED BY PRELIMINARY JUDGEMENT
Removal of directors or trustees may be:
WITH OR WITHOUT CAUSE
It is when an election be held if the vacancy is due to term expiration
NO LATER THAN THE DAY OF SUCH EXPIRATION
They are not involve in the provision on compensation of directors
CORPORATE OFFICERS WHO ARE NOT DIRECTORS
It implies the breach of faith and willful failure to respond to plan.
BAD FAITH
A contract of the corporation with one or more of its directors or trustees, officers or their spouses and relatives within the fourth civil degree of consanguinity or affinity is considered:
VOIDABLE
These pertains to members of the board of directorsin a certain corporation who are also directors in another corporation
INTERLOCKING DIRECTORS
His act violating the doctrine of corporate opportunity can be ratified
DIRECTOR
It is a body created by the by-laws and composed ofnot less than three members of the board
EXECUTIVE COMMITEE
It pertains to an action brought by a stockholder on behalf of the corporation to enforce corporate rights against the corporation’s directors, officers or other insiders
DERIVATIVE SUIT