1.

Explain briefly the cumulative voting method in the Election of Board of

Directors/Trustees
- A stockholder is allowed to concentrate his votes and give one candidate
as many votes as the number of directors to be elected multiplied by the
number of his shares shall equal. (Cumulative voting for One Candidate)
- A stockholder may cumulate his shares by multiplying also the number of
his shares by the number of directors to be elected and distribute the
same among as many candidates as he shall see fit. (Cumulative voting
by Distribution)
- In electing directors by cumulative voting, the total number of votes cast
by a stockholder shall not exceed the number of shares owned by him as
shown in the books of the corporation multiplied by the whole number of
directors to be elected.
2. Who are the Corporate Officers mentioned in the Corporation Code? Give
their classifications.
a. Mandatory Corporate Officers:
i. President
ii. Treasurer
iii. Secretary
b. By Law Officers
Those whose positions are created in the by-laws as
approveds
3. Who are disqualified from becoming directors/trustees/officers of a
corporation?
Sec. 27 of the Corporation Code provides that no person convicted by final
judgment of an offense punishable by imprisonment for a period exceeding
six years on a violation of this Code committed within five years prior to the
date of his election or appointment shall qualify as a director, trustee or
officer of any corporation.
4. Explain briefly the power and limitations of the Stockholders to remove the
Board of Directors/Trustees
- The law does not specify cases of removal of a director or trustee nor even
require that removal should be for sufficient cause or reason. However,
the law provides for the following requisites before the removal could be
effected:
a. The removal should take place at a regular or special meeting duly
called for the purpose;
b. The director/trustee can only be removed by a vote of the stockholders
representing at least 2/3 of the outstanding capital stock or 2/3 of the
members entitled to vote in case of non-stock corporations;
c. There must be a previous notice to stockholders or members of the
corporation of the intention to propose such removal at the meeting