Jude Michael E.

Jorsa

BA – 22

Assignment No. 3

Sec. 23 - 34

1. Give the (3) ways the stockholders and members may vote in the election of
directors.

The stockholders and members may vote in the election of directors can be done:

- by attending the meeting personally;

- Through a proxy; or

- Through remote communication or in absentia

2. Give the (3) methods of voting.

The three methods of voting are Straight Voting, Cumulative Voting, or Cumulative Voting
by distribution.

The Straight Voting Method is where every stockholder may vote such number of shares
for a many person as there are directors to be elected.

The Cumulative Voting Method is which a stockholder is allowed to concentrate his votes
and give one candidate as many votes as the number of directors to be elected multiplied
by the number of his shares shall equal.

Lastly, the Cumulative Voting by distribution is which a stockholder may cumulate his
shares by multiplying also the number of his shares by the number of directors to be
elected and distribute the same among as many candidates as he shall see fit.
 3. Give the (3) reports required under Sec. 25, RCCP to be submitted to the
SEC:

The following reports should be submitted to the SEC:

- Report on the names, nationalities, shareholdings, and residence addresses of directors,

trustees and officers elected – within (30) days after the election, the corporate
secretary or other officer of the corporation shall submit the report;

- Report on the non-holding of elections, the reasons therefor and the new date for the
election – to be submitted within (30) days from the date of the scheduled election;

- Report that a director, trustee or officer died, resigned or in any manner ceased to hold
office – the corporate secretary, or the director, trustee or officer shall submit a written
report within (7) days from knowledge thereof.

4. Give the (3) grounds under Sec. 26, RCCP for disqualification of directors,
trustees or officers.

A person shall be disqualified from being a director, trustee or officer of any corporation
if, within five (5) years prior to the election or appointment as such, the person was:

(a) Convicted by final judgment:

(1) Of an offense punishable by imprisonment for a period exceeding six (6) years;

(2) For violating this Code; and

(3) For violating Republic Act No. 8799, otherwise known as “The Securities Regulation
Code”;

(b) Found administratively liable for any offense involving fraudulent acts; and

(c) By a foreign court or equivalent foreign regulatory authority for acts, violations or
misconduct similar to those enumerated in paragraphs (a) and (b) above.