Practice question
A board decision causes loss. As to Director D, the evidence establishes no knowing unlawful vote or assent, no gross negligence or bad faith and no conflicting personal interest; mere officeholding is the sole basis alleged. As to Director E, gross negligence and resulting damage are proved. Which is correct under Section 30?
- Both are automatically liable solely because both hold office
- Neither can be liable because no one used the word fraud
- The statutory basis must be established individually; the stipulated ground against E does not itself make D liable merely by title.
- D must pay because alphabetically named first
- Every director receives immunity if one colleague is innocent
Legal references
- Revised Corporation Code, RA 11232, Sections 30 and 33: https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html
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