During Valle Verde Country club’s annual

stockholder’s meeting in 1996, the VVCC board

members were elected
However, in 1997-2001, the requisite quorum for
the holding of stockholder’s meetings were not
obtained.
Consequently, the directors voted in 1996
continued to serve in the VVCC board in a hold-
over capacity
In 1998, board member Dinglasan resigned
The remaining board members, still constituting
a quorum of VVCC’s 9-member board, elected
Eric Roxas to fill in the vacancy caused by
resignation of Dinglasan
Later on, Makalintal also resigned as member of
the VVCC board. Makalintal was replaced by
Ramirez
Africa, a member of the VVCC board, questioned
the election of Roxas and Ramirez
Africa claimed that the election of Roxas was
contrary to Sec. 29, in relation to Sec. 23 of the
Corporateion Code
Sec. 23: the corporate powers of all corporations
shall be exercised by the board of directors, who
are to be elected from among the stockholders
and shall hold office for 1 year until their
successors are elected and qualified
Sec. 29: vacancies, other than by removal of the
stockholders or members of by expiration of the
term, may be filled by the remaining directors;
otherwise the vacancies must be filled by the
stockholders in a regular or special meeting
called for that purpose. the director elected will
only serve the unexpired term of his
predecessor.
Hence, Africa says that after Makalintal’s
election in 1996, his term ended after 1 year.
Thus, the resulting vacancy should have been
filled by the stockholders in a regular or special
meeting called for that purpose
Africa also says that Sec. 29 requires that there
be an unexpired term during which the
successor-member shall serve. Since
Makalintal’s term already expired after 1 year,
there is no more “unexpired term” during which
Ramirez could serve.
VVCC says the vacancy was caused by
Makalintal’s resignation, not by the expiration of
his term. Hence, the board rightfully appointed
Ramirez to fill his vacancy.

Issue: Can the board members of a corporation

elect another director to fill in a vacancy caused
by the resignation of a hold-over director? NO.

Term: time during which the officer may claim to

hold the office AS A RIGHT
Tenure: the term during which the incumbent
ACTUALLY HOLDS office

The Corporation Code provides that Board

Members have a TERM of 1 year.
The holdover period is not part of the original
term.
With the expiration of makalintal’s term of office,
a vacancy resulted which, by the terms of Sec.
29, must flled by the VVCC stockholders in a
regular or special meeting called for the
purpose.
the vacancy referred to in Section 29
contemplates a vacancy occurring within the
director's term of office.
When a vacancy is created by the expiration of a
term, logically, there is no more “unexpired”
term to speak of.
hen remaining members of the VVCC Board
elected Ramirez to replace Makalintal, there was
no more unexpired term to speak of, as
Makalintal's one-year term had already expired.
Pursuant to law, the authority to fill in the
vacancy caused by Makalintal's leaving lies with
the VVCC's stockholders, not the remaining
members of its board of directors.

Sec. 29 only allows the remaining board

members to vote fellow board members in
specific instances
El Hogar (where the remaining board members
were allowed to vote fellow board members)
does not apply as it was decided before the
present Corporate Code was enacted.

Valle Verde Country Club v. Victor Africa

(dinglasan and makalintal resigned, other board
members voted in roxas and ramirez, cant do
that, onlly stockholders vote board)