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 “term” time during which the officer may claim to hold

Valle Verde Country Club V. Africa (2009) the office as of right


 not affected by the holdover
FACTS:  fixed by statute and it does not change simply because the
 February 27, 1996: Ernesto Villaluna, Jaime C. Dinglasan office may have become vacant, nor because the
(Dinglasan), Eduardo Makalintal (Makalintal), Francisco incumbent holds over in office beyond the end of the term
Ortigas III, Victor Salta, Amado M. Santiago, Jr., due to the fact that a successor has not been elected and
Fortunato Dee, Augusto Sunico, and Ray Gamboa has failed to qualify.
were elected as BOD during the Annual Stockholders’  “tenure”
Meeting of petitioner Valle Verde Country Club, Inc.  term during which the incumbent actually holds office.
(VVCC)  Section 23 of the Corporation Code: term of BOD only 1
 1997 - 2001: Requisite quorum could not be obtained so year - fixed and has expired (1 yr after 1996)
they continued in a hold-over capacity 2. NO
 September 1, 1998: Dinglasan resigned, BOD still  underlying policy of the Corporation Code is that the
constituting a quorom elected Eric Roxas (Roxas) business and affairs of a corporation must be governed by
 November 10, 1998: Makalintal resigned a board of directors whose members have stood for
 on March 6, 2001: Jose Ramirez (Ramirez) was elected election, and who have actually been elected by the
by the remaining BOD stockholders, on an annual basis. Only in that way can the
 Respondent Africa (Africa), a member of VVCC, directors' continued accountability to shareholders, and
questioned the election of Roxas and Ramirez as the legitimacy of their decisions that bind the
members of the VVCC Board with the Securities and corporation's stockholders, be assured. The shareholder
Exchange Commission (SEC) and the Regional Trial vote is critical to the theory that legitimizes the exercise
Court (RTC) as contrary to: of power by the directors or officers over properties that
 Sec. 23. The board of directors or trustees. - Unless they do not own.
otherwise provided in this Code, the corporate powers of  theory of delegated power of the board of directors
all corporations formed under this Code shall be  Section 29 contemplates a vacancy occurring within the
exercised, all business conducted and all property of such director’s term of office (unexpired)
corporations controlled and held by the board of  vacancy caused by Makalintal’s leaving lies with the
directors or trustees to be elected from among the holders VVCC’s stockholders, not the remaining members of its
of stocks, or where there is no stock, from among the board of directors
members of the corporation, who shall hold office for 1
year until their successors are elected and qualified. Tan V. Sycip (2006)
 Sec. 29. Vacancies in the office of director or trustee. -
Any vacancy occurring in the board of directors or FACTS:
trustees other than by removal by the stockholders or
members or by expiration of term, may be filled by the  Grace Christian High School (GCHS) is a nonstock, non-
vote of at least a majority of the remaining directors or profit educational corporation w/ 15 regular members,
trustees, if still constituting a quorum; otherwise, said who also constitute the board of trustees.
vacancies must be filled by the stockholders in a regular  April 6, 1998: During the annual members’ meeting only
or special meeting called for that purpose. A director or 11 living member-trustees, as 4 had already died.
trustee so elected to fill a vacancy shall be elected only  7 attended the meeting through their respective proxies.
for the unexpired term of his predecessor in office. xxx.  The meeting was convened and chaired by Atty. Sabino
 Makalintal's term should have expired after 1996 there Padilla Jr. over the objection of Atty. Antonio C. Pacis,
being no unexpired term. The vacancy should have been who argued that there was no quorum.
filled by the stockholders in a regular or special meeting  In the meeting, Petitioners Ernesto Tanchi, Edwin Ngo,
called for that purpose Virginia Khoo, and Judith Tan were voted to replace the 4
 RTC: Favored Africa - Ramirez as Makalintal's deceased member-trustees.
replacement = null and void  SEC: meeting void due to lack of quorum (NOT living
 SEC: Roxas as Vice hold-pver director of Dinglasan = but based on AIC)
null and void  Sec 24 read together with Sec 89
 VVCC appealed in SC for certiorari being partially  CA: Dismissed due to technicalities
contrary to law and jurisprudence
ISSUES: ISSUE: W/N dead members should still be counted in the
1. W/N there is an unexpired term - NO quorum - NO based on by-laws
2. W/N the remaining directors of a corporation’s Board, still
constituting a quorum, can elect another director to fill in a
vacancy caused by the resignation of a hold-over director. - HELD: NO. remaining members of the board of trustees of
NO GCHS may convene and fill up the vacancies in the board
 Except as provided, the vote necessary to approve a
HELD: Petition Denied. RTC Affirmed. particular corporate act as provided in this Code shall be
deemed to refer only to stocks with voting rights:
1. NO  1. Amendment of the articles of incorporation;
 2. Adoption and amendment of by-laws;
 3. Sale, lease, exchange, mortgage, pledge or other FACTS
disposition of all or substantially all of the corporation Lopez Realty is a corp engaged in real estate business while
property; pet. Asuncion Gonzales is one if its majority stockholders.
 4. Incurring, creating or increasing bonded indebtedness; Except for Arturo Lopez, the rest of the shareholders also sit as
 5. Increase or decrease of capital stock; members of the BOD. As found by Labor Arbiter, in 1978,
 6. Merger or consolidation of the corporation with Arturo submitted a proposal relative to the distribution of
another corporation or other corporations; certain assets of the corp among its 3 main shareholders. The
 7. Investment of corporate funds in another corporation or proposal had 3 aspects: (1) sale of assets of corp to pay for its
business in accordance with this Code; and obligations; (2) transfer of certain assets of company to 3 main
 8. Dissolution of the corporation. shareholders while some assets shall remain w/ the company;
 quorum in a members’ meeting is to be reckoned as the (3) reduction of employees w/ provision for their gratuity pay. It
actual number of members of the corporation was approved in a special meeting of BOD held on Apr. 7,
 stock corporations - shareholders may generally transfer 1978.
their shares
 on the death of a shareholder, the executor or
Corp approved 2 resolutions providing for the gratuity pay – (a)
administrator duly appointed by the Court is vested with
Resolution 6 which was passed on Sept. 8, 1980 resolving to
the legal title to the stock and entitled to vote it
set aside, twice a year, certain sum of money for the gratuity
 Until a settlement and division of the estate is effected,
pay of its retiring employees and create a Gratuity Fund; (b)
the stocks of the decedent are held by the administrator or
executor Resolution 10, setting aside P157,750 as Gratuity Fund
 nonstock corporation - personal and non- covering 1950-1980.
transferable unless the articles of incorporation or the
bylaws of the corporation provide otherwise Aug. 17, 1981 except for Asuncion Gonzales, who was then
 Section 91 of the Corporation Code: termination abroad, convened a special meeting and passed a resolution
extinguishes all the rights of a member of the corporation, (a) those who will be laid off be given full amount of gratuity
unless otherwise provided in the articles of incorporation and (b) those who will be retained will receive 25% of their
or the bylaws. gratuity pay due Sept. 1, 1981 and another 25% on Jan. 1,
 whether or not "dead members" are entitled to exercise 1982 and 50% to be retained by the office.
their voting rights (through their executor or
administrator), depends on those articles of incorporation Private resps were the retained employees of the corp. In a
or bylaws letter, they requested for the payment of their gratuity pay. It
 By-Laws of GCHS: membership in the corporation shall was granted in a special meeting held. At that time, Gonzales
be terminated by the death of the member was still abroad. Allegedly, while she was abroad, she sent
 With 11 remaining members, the quorum = 6. telegram to the corp objecting to certain matters taken by the
 SECTION 29. Vacancies in the office of director or board in her absence such as the sale of some assets. Upon
trustee. -- Any vacancy occurring in the board of directors her return, she filed a derivative suit w/ SEC against majority
or trustees other than by removal by the stockholders or shareholder Arturo Lopez.
members or by expiration of term, may be filled by the
vote of at least a majority of the remaining directors or Notwithstanding the “corporate squabble” between Gonzales
trustees, if still constituting a quorum; otherwise, said and Lopez, the 1st two installments of gratuity pay of private
vacancies must be filled by the stockholders in a regular resps were paid. Also, the corp has prepared cash vouchers
or special meeting called for that purpose. A director or and check for 3rd installment. For some reason, said vouchers
trustee so elected to fill a vacancy shall be elected only
were cancelled by Gonzales. Despite demands for gratuity pay,
for the unexpired term of his predecessor in office.
corporation refused to pay the same.
 the filling of vacancies in the board by the remaining
directors or trustees constituting a quorum is merely
Labor Arbiter ruled in favor of private resps. NLRC affirmed.
permissive, not mandatory
 either by the remaining directors constituting a quorum,
ISSUE
or by the stockholders or members in a regular or special
meeting called for the purpose Whether the corporation is bound to grant its employees
 By-Laws of GCHS prescribed the specific mode of filling gratuity pay despite the lack of notice to a BOD during the
up existing vacancies in its board of directors; that is, by a meeting wherein the said resolution was passed.
majority vote of the remaining members of the board
 remaining member- HELD
trustees must sit as a board (as a body in a lawful YES. As a general rule, a corporation through its BOD should
meeting) act in the manner and within the formalities prescribed by its
in order to validly elect the new ones charter or by the general law. Thus, directors must act as a
body in a meeting called pursuant to the law or corporations
115 Lopez Realty v. Fontecha by-laws, otherwise any action may be questioned by any
G.R. No. 76801, August 11, 1995 objecting stockholder. However, an action of the BOD during a
J. Puno meeting, which was illegal for lack of notice may be ratified
either expressly or by the action of the directors in subsequent
legal meeting or impliedly by the corporation’s subsequent
course of conduct.

In this case, pet. corp did not issue any resolution revoking nor
nullifying the resolutions. Instead, they paid the gratuity pay,
the 1st two installments of Fontecha, et al. Despite the alleged
lack of notice to Asuncion, from the records, she was aware of
the corp’s obligation under the resolutions and she acquiesced
thereto. She affixed her signature on cash vouchers evidencing
the 2nd installments of the gratuity pay of respondents. She is
estopped from assailing the validity of the resolutions.

Furthermore, assuming there was no notice given, resolutions


cannot be considered ultra vires since providing gratuity pay for
its employees is one of the express powers of the corp.

When private resps tendered their resignation, they were


already entitled to receive the gratuity pay. And Sec. 28 ½ of
Corp Law (now Sec. 40) is not applicable in this case as it
refers to sale, lease, exchange, disposition of all or
substantially all of the assets, including goodwill where it
requires the authorization of stockholders.

Except for Arturo Lopez, stockholders of petitioner also sit as


members of the BOD. Under the circumstances, it will be
illogical and superfluous to require the stockholder’s approval
of the subject resolutions.