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Philippine Bar review · Question

Practice question: Election, Removal, and Filling of Vacancies

Multiple Choice Hard Jurisprudence

Practice question

Vacancies leave a board without quorum, and immediate action is necessary to prevent grave, substantial, irreparable corporate loss. The remaining directors unanimously choose a corporate officer for emergency action. Which additional statement is correct?
  1. The appointee automatically serves a full new term
  2. The authority is limited to necessary emergency action, and the SEC must be notified within three days of emergency-board creation
  3. The appointee may permanently rewrite all governance rules
  4. Any outsider may serve without statutory limits
  5. The ordinary replacement election is forever unnecessary

Legal references

  • https://elibrary.judiciary.gov.ph/thebookshelf/showdocs/2/86463 — RA 11232, sections 23, 27 and 28

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