6. Directors and Trustees

4. Directors, Trustees, and Officers

• Qualifications and Disqualifications
• Elections
• Independent Directors
• Term, Holdover, and Removal
• Vacancy
• Voting Requirements
• Duties, Liability, and Dealings of Directors
• Doctrine of Centralized Management
• Business Judgment Rule
• Doctrine of Apparent Authority
• Doctrine of Ratification or Estoppel

Qualifications and Disqualifications – R.A. No. 11232, Sections 22-26

Term of Office (Sec. 22)¹

• Directors shall be elected for a term of one (1) year from among the holders of stocks registered in the corporation’s books
• Trustees shall be elected for a term not exceeding three (3) years from among the members of the corporation.

Each director/trustee shall hold office until the successor is elected and qualified.