LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
DIRECTORS,
TRUSTEES
AND
OFFICERS
corporation
of
which
he
is
a
director
shall
thereby
cease
to
be
a
director.
Trustees
of
non-‐stock
corporations
must
be
members
“Board
of
Directors”
is
the
body
which:
thereof.
A
majority
of
the
directors
or
trustees
of
all
corporations
organized
under
this
Code
must
be
residents
of
the
Philippines.
1. Exercises
all
powers
provided
for
under
the
Corporation
Code;
2. Conducts
all
business
of
the
corporation;
3. Controls
and
holds
all
property
of
the
corporation.
• Doctrine
of
Centralized
Management1
Its
members
have
been
characterized
as
trustees
or
directors
clothed
o General
Rule:
The
corporation’s
consent
is
that
of
its
with
a
fiduciary
character.
It
is
clearly
separate
and
distinct
from
the
Board
of
Directors.
corporate
entity
itself.
Hornilla
v.
Salunat,
405
SCRA
220
(2003).
o Exception:
Specified
instances
in
the
Corporation
Code
• Atty.
Hofileña
à
There
must
be
a
minimum
of
five
(5)
directors
where
the
particular
exercise
of
the
corporate
power
by
and
a
maximum
of
fifteen
(15).
the
Board,
in
order
to
be
binding
and
effective,
requires
the
consent
or
ratification
of
the
stockholders
or
I.
DOCTRINE
OF
CENTRALIZED
MANAGEMENT:
Powers
of
Board
of
members,
and
also
on
the
part
of
the
State.
Directors
(Section
23)
o Right
of
Appraisal:
It
should
be
noted
that
although
for
efficiency
of
running
of
corporate
affairs
the
“rule
of
majority”
has
been
adopted
in
the
case
of
stockholders
Section
23.
The
board
of
directors
or
trustees.
Unless
otherwise
provided
in
this
Code,
the
corporate
powers
of
all
and
members,
the
Corporation
Code
still
recognizes
corporations
formed
under
this
Code
shall
be
exercised,
all
business
that
in
certain
instances
a
dissenting
stockholder
whose
conducted
and
all
property
of
such
corporations
controlled
and
held
contractual
expectation
has
either
been
frustrated
or
by
the
board
of
directors
or
trustees
to
be
elected
from
among
the
altered
by
the
decision
of
the
majority,
should
be
given
the
right
not
have
to
stay
within
the
confines
of
the
holders
of
stocks,
or
where
there
is
no
stock,
from
among
the
corporate
contractual
relationship.
In
such
instances,
members
of
the
corporation,
who
shall
hold
office
for
one
(1)
year
the
dissenting
stockholder
is
granted
an
option
to
until
their
successors
are
elected
and
qualified.
withdraw
from
such
relationship,
by
the
exercise
of
the
Every
director
must
own
at
least
one
(1)
share
of
the
capital
stock
of
right
of
appraisal.
the
corporation
of
which
he
is
a
director,
which
share
shall
stand
in
his
o Court’s
Attitude
Towards
the
Board’s
Exercise
of
name
on
the
books
of
the
corporation.
Any
director
who
ceases
to
be
Power:
The
Board
of
a
corporation
has
sole
authority
to
the
owner
of
at
least
one
(1)
share
of
the
capital
stock
of
the
1
Villanueva,
C.
L.,
&
Villanueva-‐Tiansay,
T.
S.
(2013).
Philippine
Corporate
Law.
(2013
ed.).
Manila,
Philippines:
Rex
Book
Store.
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
determine
policy
and
conduct
the
ordinary
business
of
o Thus,
contracts
or
acts
of
a
corporation
must
be
made
the
corporation
within
the
scope
of
its
charter.
As
long
either
by
the
Board
of
Directors
or
by
a
corporate
agent
as
the
board
acts
honestly
and
the
contract
does
not
duly
authorized
by
the
board.
defraud
or
abuse
the
rights
of
the
minority,
the
courts
o Absent
such
valid
delegation/authorization,
the
rule
is
will
not
interfere
in
their
judgments
and
transactions.
that
the
declarations
of
an
individual
director
relating
to
The
minority
members
of
the
board
and
the
minority
the
affairs
of
the
corporation,
but
not
in
the
course
of,
stockholders
cannot
come
to
court
upon
allegations
of
or
connected
with
the
performance
of
authorized
duties
want
of
judgment
or
lack
of
efficiency
on
the
part
of
the
of
such
director,
are
held
not
binding
on
the
majority
and
change
the
course
of
the
administration
of
corporation.
corporate
affairs.
• Atty.
Hofileña
à
The
one
share
required
to
be
held
by
a
director
• Section
23
expressly
provides
that
the
corporate
powers
of
all
is
a
qualifying
share
and
in
practice
is
ignorable.
corporations
shall
be
exercised
by
the
Board
of
Directors.
Manila
Metal
Container
Corp.
v.
PNB,
511
SCRA
444
(2006).1
A.
Rationale
for
“Centralized
Management”
Doctrine:
o The
source
of
power
of
the
Board
of
Directors
is
• The
raison
d’etre
behind
the
conferment
of
corporate
powers
primarily
and
directly
vested
by
law;
it
is
not
a
on
the
Board
of
Directors
is
not
lost
on
the
Court
–
indeed,
the
delegated
power
from
the
stockholders
or
members
of
concentration
in
the
Board
of
the
powers
of
control
of
the
corporation.2
corporate
business
and
appointment
of
corporate
officers
and
• Just
as
a
natural
person
may
authorize
another
to
do
certain
managers
is
necessary
for
efficiency
in
any
large
organization.
acts
in
his
behalf,
so
may
the
Board
of
Directors
validly
delegate
Stockholders
are
too
numerous,
scattered
and
unfamiliar
with
some
of
its
functions
to
individual
officers
or
agents
appointed
the
business
of
a
corporation
to
conduct
its
business
directly.
by
it.
And
so
the
plan
of
corporate
organization
is
for
the
stockholders
to
choose
the
directors
who
shall
control
and
supervise
the
conduct
of
corporate
business.
Filipinas
Port
Services
v.
Go,
518
SCRA
453
(2007).
1
Yu
Chuck
v.
“Kong
Li
Po,”
46
Phil.
608,
614
(1924);
Gamboa
v.
Victoriano,
90
SCRA
40
(1979);
Reyes
v.
RCPI
Employees
Credit
Union,
Inc.,
499
SCRA
319
Filipinas
Port
Services
v.
Go
(2006);
Yasuma
v.
Heirs
of
Cecilio
S.
De
Villa,
499
SCRA
466
(2006);
Raniel
v.
Jochico,
517
SCRA
221
(2007);
Republic
v.
Coalbrine
International,
617
SCRA
491
(2010).
Facts:
Filport’s
Board
of
Directors
(herein
respondents)
enacted
a
2
Villanueva,
C.
L.,
&
Villanueva-‐Tiansay,
T.
S.
(2013).
Philippine
Corporate
Law.
resolution
creating
six
new
positions.
People
were
elected
into
said
6
(2013
ed.).
Manila,
Philippines:
Rex
Book
Store.
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
offices
and
given
a
monthly
salary.
They
also
increased
the
salaries
of
management
of
the
corporation’s
regular
business
affairs,
unless
more
the
Chairman
and
other
officers.
Eliodoro
Cruz
(previous
board
director)
extensive
power
is
expressly
conferred.
wrote
a
letter
to
the
Board
questioning
these
decisions,
saying
that
the
Board
was
not
authorized
to
do
so
by
the
company’s
by-‐laws
as
• A
corporation
is
an
artificial
being
and
can
only
exercise
its
required
by
Section
35
of
the
Corporation
Code.
powers
and
transact
its
business
through
the
instrumentalities
of
its
Board
of
Directors,
and
through
its
officers
and
agents,
Issue:
Whether
or
not
the
Board
of
Directors
had
the
power
to
create
when
authorized
by
resolution
or
by
its
by-‐laws.
the
assailed
positions
Examples:
o Consequently,
when
legal
counsel
was
clothed
with
Held:
YES.
While
the
by-‐laws
do
not
expressly
provide
for
the
board’s
authority
through
formal
board
resolution,
his
acts
bind
authority
to
create
an
executive
committee,
the
Court
cannot
deem
that
the
corporation
which
must
be
held
bound
the
the
positions
created
automatically
formed
an
executive
committee.
actuations
of
its
counsel
of
record.
De
Liano
v.
Court
of
The
“executive
committee”
referred
to
in
Sec.
35
means
a
committee
Appeals,
370
SCRA
349
(2001).
that
has
equal
powers
with
the
board
and
must
be
distinguished
from
o “The
physical
acts
of
the
corporation,
like
the
signing
of
other
committees
that
can
be
created
and
controlled
by
the
board.
In
documents,
can
be
performed
only
by
natural
persons
this
case,
the
positions
created
are
ordinary
positions
were
created
in
duly
authorized
for
the
purpose
by
corporate
by-‐laws
or
accordance
with
the
regular
business
of
Filport;
thus,
it
is
entirely
within
by
a
special
act
of
the
board
of
directors.”
Firme
v.
the
board’s
power
to
create
them
and
provide
remuneration
therefor.
Bukal
Enterprises
and
Dev.
Corp.,
414
SCRA
190
(2003);
Plus,
Cruz
himself
moved
to
create
the
positions
of
AVPS
for
Finance,
Shipside
Inc.
v.
Court
of
Appeals,
352
SCRA
334
(2001).
Operations,
and
Administration
during
his
incumbency
as
Filport
president.
B.
Theories
on
Source
of
Board
Power
1. Theory
of
Original
Power
à
The
source
of
the
power
of
the
Doctrine:
As
per
Section
23
of
the
Corporation
Code,
the
corporate
Board
comes
directly
from
the
law,
and
the
Board
is
originally
powers
of
all
corporations
formed
under
the
code
shall
be
exercised
by
and
directly
granted
corporate
power
as
the
embodiment
of
the
the
board,
and
all
property
owned
and
business
conducted
by
the
corporation.
This
theory
has
no
democratic
notions
but
actually
corporation
shall
also
be
held
and
controlled
by
the
board.
The
board
is
is
more
akin
to
the
principles
of
autocracy.
the
sole
authority
to
determine
policies,
enter
into
contracts,
and
a. Accordingly
there
is
little
for
the
stockholders
to
do
conduct
the
ordinary
business
of
the
corporation
within
the
scope
of
its
beyond
electing
directors,
making
by-‐laws
and
charter.
However,
the
authority
of
the
board
is
restricted
to
the
exercising
certain
other
special
powers
defined
by
law.
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)