Practice question
The board is lawfully enlarged by two seats. Existing directors still have quorum and wish to fill the new seats by their own majority vote, relying on the ordinary vacancy clause. No shareholder election or special exception occurs. Which is correct?
- Quorum automatically gives the old board every election power
- Every new seat is an ordinary resignation vacancy
- Section 28 specifically requires stockholder or member election for positions created by an increase, so ordinary vacancy authority does not suffice.
- Only the treasurer may appoint the new directors
- The new seats automatically belong to officers
Legal references
- Revised Corporation Code, RA 11232, Sections 23 and 28: https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html
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