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Vice president in the absence of the president or if

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Vice- PresidentIn the absence of the president, or if the office of the president becomes vacant, as a rule, the vice presidentelected and appointed by the shareholders or directors has authority to act in his stead, and to perform theduties of the office.SecretaryA secretary must be a resident citizen of the Philippines. It is generally its duty to make and keep corporaterecords; to make proper entries of the votes, resolution and proceedings of the shareholders and directors inthe management of the corporation, required to be entered in the records. The secretary is the ministerialofficer who cannot bind the corporation unless he is authorized to do so.TreasurerThe treasurer of the corporation “may or may not be a director”. He is the proper officer and the only properofficer in the absence of express provision to the contrary, to receive and keep the money of the corporationand to disburse them as he may be authorized.Other officersThe by-laws of the corporation may provide for such other officers and agent as may be necessary andconvenient considering the nature and needs of the business. Their compensation is provided for by the by-laws and the board of directors in a suitable manner. Quorumsignifies the number of persons belonging toa corporation required to transact business.Section 25 of the Corporation Code requires more people than a simple majority to form a quorum. If no suchdefining number is determined, a quorum is a simple majority.Directors cannot vote by proxyThe directors cannot vote by proxy but must personally present, and act by themselves.Sec. 26.Report of election of directors,trustees and officers.Within thirty (30) days after the election ofthe officers, trustees and directors of the corporation, the secretary, or any other officer of the corporationshall submit to the Securities and Exchange Commission, the names, nationalities and residences of thedirectors, trustees and officers elected. Should a director, trustee or officer die, resign or in any manner ceaseto hold office, his heirs in case of his death, the secretary or any other officer of the corporation, or thedirector, trustee or officer himself, shall immediately report such fact to the Securities and ExchangeCommission.Sec. 27.Disqualification of directors,trustees or officers.No person convicted by final judgment of anoffense punishable by imprisonment for a period exceeding six (6) years, or a violation of this Code,committed within five (5) years prior to the date of his election or appointment, shall qualify as a director,
MODULE WEEK NO. 6AE2 COURSE MODULEtrustee or officer of any corporation. Sec. 27 of the Corporation Code is an additional safeguard that onlyupright and honest individuals be entrusted with management of the corporate affairs. A director of acooperative who is subsequently elected as member of theSangguniang Panglungsod(City Council) becomesautomatically disqualified from continuing as such director by virtue of the clear mandate of PD No. 269providing that except for“barrio captainsand councillors” elective officials are ineligible to become officersand/or directors of any cooperative. The SEC ruled that firms engage in wholly or partially nationalizedactivities, aliens are banned from being appointed to management position such as president, vice-president,

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Term
Spring
Professor
NoProfessor
Tags
Corporation, stock corporation

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