REMEDIES:
1. The contract may be ratified by the stockholders, owning or representing at least
two-thirds (2/3) of the outstanding capital stock, OR:
2. If the stockholders will not ratify, the director must account to the corporation
all such profits derived by him from the said business opportunity by refunding
the profits to the corporation.
EXECUTIVE COMMITTEE
When there is difficulty in convening the board, the law proposes that the corporation
may have an executive committee. The committee will be delegated such powers that
the board is empowered by the law to exercise. The executive committee will have the
powers of the board but this does not mean total relinquishment of the powers of the
board. Discretionary powers are not included.