Roxas vs Dela Rosa original petition for the writ of certiorari whereby the petitioners, Baldomeo Roxas, Enrique

Echaus, and Roman J. Lacson, seek to procure the abrogation of an order of the respondent judge granting a preliminary injunction in an action in the Court of First Instance of Occidental Negros Facts: - Binalbagan Estate Inc A business located in Negros Occidental engaged in the business of Manufacturing raw sugar from canes grown around the near by farms around the area - In July, 1924, the possessors of a majority of the shares of the Binalbagan Estate, Inc., formed a voting trust composed of three members, namely, Salvador Laguna, Segunda Monteblanco, and Arthur F. Fisher, as trustee. - trustees were authorized to represent and vote the shares pertaining to their constituents, and to this end the shareholders undertook to assign their shares to the trustees on the books of the company. The total number of outstanding shares of the corporation is somewhat over 5,500, while the number of shares controlled by the voting trust is less than 3,000. - Mr. J. P. Heilbronn appeared as representative of the voting trust was able to nominate and elect a board of directors to his own liking, without opposition from the minority. BOD chose the following officers o Jose M. Yusay, president, o Timoteo Unson, vice-president, o Jose G. Montalvo, secretary-treasurer, and o H. W. Corp and Agustin Coruna, as members. Said officials immediately entered upon the discharged of their duties and have continued in possession of their respective offices until the present time. - Since the creation of the voting trust, Vacancies and Resignations took place, and various substitutions took place present time the petitioners Roxas, Echaus, and Lacson presumably constitute its membership. THE COURT ASSUMED THAT THEY ARE LAWFUL MEMBERS OF THE VOTING TRUST - present trustee are apparently desirous of ousting said officers, without awaiting the termination of their official terms at the expiration of one year from the date of their election. SO THEY CALLED UP A SPECIAL MEETING OF THE SHAREHOLDERS - Agustin Corua, as member of the existing board, and Mauro Ledesma, as a simple shareholder of the corporation, instituted a civil action with the CFI of Negros against the trustees and the Binalbagan Estate, Inc., for the purpose of enjoining the meeting completed in the notice above-mentioned. - Respondent Judge issued a TRO which gave rise to this petition for review Binalbagan Estate, Inc., its lawyers, agents, representatives, and all others who may be assisting or corroborating with them, are restrained from holding the general shareholders meeting called for the date mentioned and from electing new directors for the company in

substitution of the present incumbents, said injunction to be effective until further order of the court. Issue: - Whether the present trustees can oust the said officers and the TRO of the judge was beyond his legitimate power Held: - NO o directors of a corporation can only be removed from office by a vote of the stockholders representing at least two-thirds of the subscribed capital stock entitled to vote (Act No. 1459, sec. 34); o while vacancies in the board, when they exist, can be filled by mere majority vote, (Act No. 1459, sec. 25). o Moreover, the law requires that when action is to be taken at a special meeting to remove the directors, such purpose shall be indicated in the call (Act No. 1459, sec. 34). - while the trust controls a majority of the stock, it does not have a clear two-thirds majority. It was therefore impolitic for the petitioners, in forcing the call for the meeting of August 16, to come out frankly and say in the notice that one of the purpose of the meeting was to removed the directors of the corporation from office. - That the trial judge had jurisdiction to forestall that step and enjoin the contemplated election is a matter about which there cannot be the slightest doubt. The law contemplates and intends that there will be one of directors at a time and that new directors shall be elected only as vacancies occur in the directorate by death, resignation, removal, or otherwise. - And at any rate the present board of directors are de facto incumbents of the office whose acts will be valid until they shall be lawfully removed from the office or cease from the discharge of their functions. - PETITION IS DENIED