Documente Academic
Documente Profesional
Documente Cultură
- versus
PAUL SYCIP and MERRITTO
LIM,
Respondents.
Promulgated:
August 17, 2006
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DECISION
PANGANIBAN, CJ.:
Code
is
based
on
the
number
of outstanding
[5]
The hearing officer also opined that Article III (2) [11] of the ByLaws of GCHS, insofar as it prescribed the mode of filling vacancies in
the board of trustees, must be interpreted in conjunction with Section
29[12] of the Corporation Code. The SEC en banc denied the appeal of
petitioners and affirmed the Decision of the hearing officer in toto. [13] It
found to be untenable their contention that the word members, as used
in
Section
52[14] of
the
Corporation
Code,
referred
only
to
Issues
Under
the
Corporation
Code,
stockholders
or
members
periodically elect the board of directors or trustees, who are charged with
xxx
xxx
mentioned
in
Section
52
on
the
number
Members vote as persons, in accordance with the law and the bylaws
We hold that when the principle for determining the quorum for
of
incorporation,
it
would
have
expressly
specified
so. Otherwise, the only logical conclusion is that the legislature did not
have that intention.
SO ORDERED.
FACTS:
The meeting was convened and chaired by Atty. Sabino Padilla Jr.
over the objection of Atty. Antonio C. Pacis, who argued that there was no
quorum.
In the meeting, Petitioners Ernesto Tanchi, Edwin Ngo, Virginia Khoo, and Judith
Tan were voted to replace the 4 deceased member-trustees.
SEC: meeting void due to lack of quorum (NOT living but based on AIC)
Sec 24 read together with Sec 89
CA: Dismissed due to technicalities
ISSUE: W/N dead members should still be counted in the quorum - NO based on by-laws
HELD: NO. remaining members of the board of trustees of GCHS may convene
and fill up the vacancies in the board
Except as provided, the vote necessary to approve a particular corporate act as provided
in this Code shall be deemed to refer only to stocks with voting rights:
1. Amendment of the articles of incorporation;
Court is vested with the legal title to the stock and entitled to vote it
Until a settlement and division of the estate is effected, the stocks of the decedent
existing vacancies in its board of directors; that is, by a majority vote of the remaining
members of the board
remaining member-trustees must sit as a board (as a body in a
lawful meeting)