The action of the Executive Committee with regard to the purchase of a delivery van for use in the corporation’s retail business, declaration and approval of the 13th month bonus, purchase of an office condominium unit at the Fort, and the declaration of P10.00 per share cash dividend is valid, as such matters were taken by a majority vote of all its members, on such matters within the competence of the board and as delegated to it in the by-laws.
YES, Guetze can serve as Chairman, as President, and as General Manager of the corporation all at the same time. Section 25 of the Corporation Code provides that “two or more positions may be held concurrently by the same person, except that no one shall act as president and secretary or as president and treasurer at the same time.” Such case does not fall within the exception under the aforesaid Section.
A quorum consists of the majority of the totality of the shares which have been subscribed and issued. Thus, the quorum for such meeting would be 289 shares or a majority of the 576 shares issued and outstanding as indicated in the articles of incorporation. This includes the 33 common shares reflected in the stocks and transfer book, there being no mention or showing of any transaction effected from the time of Triple A’s incorporation in 1960 up to the said meeting.
a. Section 54 of the Code provides that it is the President who shall preside over the directors' meeting, unless the by-laws provide otherwise. However, in practice it is the Chairman who presides because the President only reports to the Chairman. Only in the absence of a Chairman can a President preside over directors meetings.
b. NO. Sec. 51 provides that the annual stockholders’ meeting shall be held in the city or municipality where the principal office is located. For this purpose, the law also provides that Metro Manila is considered a city or municipality. Since the principal office or business of MIC is Pasig, Metro Manila, the holding of the annual stockholder’s meeting in Manila is proper.
c. NO. Ting cannot question the validity of corporate resolutions passed in the BOD meeting because Section 53 of the Code does not require that the meeting must held within the city or municipality where the principal office of the corporation is located. The directors' meeting can be held anywhere in or outside the Philippines.
a. YES, the Corporation Code expressly provides that no certificate of stock shall be issued unless the full amount of the subscription is paid. This is to say that a partial payment of the subscription amount is allocated or apportioned to the entire number of the subscribed shares and, therefore, each share subscribed by Mr. Balimbing would been paid only to the extent of 25% thereof.
b. The refusal of Mr. Balimbing to pay is not correct. The obligation to pay for unpaid subscription is a liability of Mr. Balimbing that has not yet been discharged but is instead entrenched under the trust fund doctrine upon the insolvency of the corporation.
If there is no over-issuance of shares resulting from the two transactions of Juan, the corporation should recognize both Pedro and Jose as rightful stockholders. This is without prejudice to the right of the corporation to claim against Juan for the value of the shares which Juan sold to Jose.
ABC’s refusal to recognize and register Steven’s ownership is justified. The facts indicate that the stock certificate for the 1,000 shares in question is in the name of Arnold. Although the certificate was delivered to Steven or that the procedure for the effective transfer of shares of stock set out in the by- laws of ABC Corporation, if any, was observed. Since the certificate was not endorsed in favor of Steven (or anybody else for that matter), the only conclusion could be no other than that the shares in question still belong to Arnold.
A stock and transfer book is a book which records all stocks in the name of the stockholders alphabetically arranged; the installments paid or unpaid on all stocks for which subscription has been made and the date of payment of any installment, a statement of every alienation, sale or transfer of stock made, the date thereof, and by and to whom made; and such other entries as the by- laws may prescribe.
NO. Assuming that the shares were already transferred to “B”, “A” cannot claim the shares of stock from “X” the certificate of stock covering said shares have been duly endorsed by “A” and entrusted by him to “B”. By his said acts “A” is now estopped from claiming said shares from “X”, a bona fide purchaser who relied on the endorsement by “A” of the certificate of stock.
YES. The corporation may be compelled by mandamus to register the shares of stock in the name of the assignee. The only legal limitation imposed by Section 63 of the Corporation Code is when the Corporation holds any unpaid claim against the shares intended to be transferred. The alleged claim of another heir of PX is not sufficient to deny the issuance of new certificates of stock to his wife and children. It would be otherwise if the transferee’s title to the shares has no prima facie validity or is uncertain.
