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filed a
petition with the SEC for the declaration of nullity of the by-
laws etc. against the majority members of the BOD and
San Miguel. It is stated in the by-laws that the amendment
or modification of the by-laws may only be delegated to
the BODs upon an affirmative vote of stockholders
representing not less than 2/3 of the subscribed and paid
uo capital stock of the corporation, which 2/3 could have
been computed on the basis of the capitalization at the
time of the amendment. Petitioner contends that the
amendment was based on the 1961 authorization, the
Board acted without authority and in usurpation of the
power of the stockholders n amending the by-laws in
1976. He also contends that the 1961 authorization was
already used in 1962 and 1963. He also contends that the
amendment deprived him of his right to vote and be voted
upon as a stockholder (because it disqualified competitors
from nomination and election in the BOD of SMC), thus
the amended by-laws were null and void. While this was
pending, the corporation called for a stockholders meeting
for the ratification of the amendment to the by-laws. This
prompted petitioner to seek for summary judgment. This
was denied by the SEC. In another case filed by petitioner,
he alleged that the corporation had been using corporate
funds in other corps and businesses outside the primary
purpose clause of the corporation in violation of the
Corporation Code.