Elec

Download as docx, pdf, or txt
Download as docx, pdf, or txt
You are on page 1of 3

QUALIFICATIONS AND

DISQUALIFICATIONS

Qualifications of a Director/Trustee:

1. Must own at least 1 share in their own names

or a member (in the case of trustees);

2. Majority must be resident of the Philippines.

Even aliens may be elected as directors,

provided that the majority of such directors are

residents of the Philippines.

EXCEPT: in activities exclusively reserved to Filipino

citizens like the management of educational

institutions and those governed by the Retail Trade

Law

Disqualifications of a Director/Trustee:

1. If, within 5 years prior to election or appointment

as such, the person was Convicted by Final

Judgment

• Of an offense punishable by imprisonment for a

period exceeding 6 years;

• Violation of the Corporation Code;

• Violation of the Securities Regulations Code*

2. Found administratively liable for any offense

involving fraud acts; and*

3. By a foreign court or equivalent foreign

regulatory authority for acts, violations or

misconduct similar to the disqualifications

under the Code.*

4. Such other disqualifications that may be provided


in the by-laws.

*As amended in the new corporation code.

ELECTION OF MEMBERS OF THE

BOARD/TRUSTEES

Election:

1. Majority of the outstanding capital stock,

whether in person or by written proxy

must be present at the election of the

directors; or majority of members

entitled to vote, in the case of a non-stock

corporation. If the required quorum is not

obtaining, the meeting may be adjourned;

2. On the request of any voting stockholder

or member, the election may be held by

ballot otherwise viva- voce would suffice.

3. The candidates receiving the highest

number of votes shall be elected

Report Requirement:

Section 25 of the RCC requires a report within

30 days to be submitted to the SEC in case of

non-holding of elections, which shall include a new date for the election, which shall not be

later than 60 days from the scheduled date.

If no new date has been designated, or if the

rescheduled election is likewise not held, the

SEC may, upon the application of a

stockholder, member, director or trustee,

summarily order that an election be held.


Should a director, trustee or officer die, resign

or in any manner cease to hold office, the

secretary, or the director, trustee or officer of

the corporation, or in case of death, the

officer’s heirs shall, within seven (7) days

from knowledge thereof, report in writing

such fact to the SEC.

You might also like