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?
- The appointee automatically serves a full new term
- The authority is limited to necessary emergency action, and the SEC must be notified within three days of emergency-board creation
- The appointee may permanently rewrite all governance rules
- Any outsider may serve without statutory limits
- 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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