12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 QUIZ 4-BOD AND CORPORATE POWERS Due 31 Oct at 23:59 Points 50 Questions 50 Available after 18 Oct at 0:00 Time limit 90 Minutes Attempt history LATEST Attempt Time Score Attempt 1 78 minutes 33 out of 50 Score for this quiz: 33 out of 50 Submitted 31 Oct at 16:09 This attempt took 78 minutes. Question 1 1 / 1 pts In the meeting of the board of directors of Grand Corporation, a construction company, held on March 31, 2019, directors A, B, C, D and E were present among the 9 directors. The meeting had for its agenda the following: I. The appointment of a new treasurer. II. The approval of the contract for the purchase of cement worth P50,000.00 from X Construction Supplies Co When the voting took place, directors A, B, C and D voted for the election of Y as the new treasurer; and directors A, B and C voted for the approval of the contract with X Construction Supplies. The election of Y as the new treasurer is valid; the approval of the contract with X Construction Supplies is not valid. Both corporate acts are valid. https://feuph.instructure.com/courses/724/quizzes/3257 1/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 Correct! The election of Y as the new treasurer is not valid; the approval of the contract with X Construction Supplies is valid. Both corporate acts are not valid Question 2 0 / 1 pts The rule is that no stock dividend shall be issued without the approval of stockholders representing at least 2/3 of the outstanding capital stock at a regular or special meeting called for the purpose. As to other forms of dividends: a mere majority of the votes of stockholders representing the outstanding capital stock applies. ou Answered the same rule of 2/3 votes applies. orrect answer a mere majority of the quorum of the Board of Directors applies. a mere majority of the entire Board of Directors applies. Question 3 1 / 1 pts The Board of Directors of XYZ Corp. unanimously passed a Resolution approving the taking of steps that in reality amounted to willful tax evasion. On discovering this, the government filed tax evasion charges against all the company’s members of the board of directors. The directors invoked the defense that they have no personal liability, being https://feuph.instructure.com/courses/724/quizzes/3257 2/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 mere directors of a fictional being. Are they correct? Correct! No, since the law makes directors of the corporation solidarily liable for gross negligence and bad faith in the discharge of their duties. Yes, since the directors officially and collectively performed acts that are imputable only to the corporation. No, since as a rule only natural persons like the members of the board of directors can commit corporate crimes. Yes, since it is the corporation that did not pay the tax and it has a personality distinct from its directors. Question 4 0 / 1 pts The Corporation Code sanctions a contract between two or more corporations which have interlocking directors, provided there is no fraud that attends it and it is fair and reasonable under the circumstances. The interest of an interlocking director in one corporation may be either substantial or nominal. It is nominal if his interest: orrect answer does not exceed 20% of the outstanding capital stock. does not exceed 25% of the outstanding capital stock. ou Answered exceeds 20% of the outstanding capital stock. https://feuph.instructure.com/courses/724/quizzes/3257 3/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 exceeds 25% of the outstanding capital stock. Question 5 1 / 1 pts ABC Corp. increased its capital stocks from Php10 Million to Php15 Million and, in the process, issued 1,000 new shares divided into Common Shares “B” and Common Shares “C.” T, a stockholder owning 500 shares, insists on buying the newly issued shares through a right of pre-emption. The company claims, however, that its By-laws deny T any right of pre-emption. Is the corporation correct? Yes, but the denial of his pre-emptive right extends only to 500 shares. Yes, since the denial of the right under the By-laws is binding on T. No, since pre-emptive rights are governed by the articles of incorporation. Correct! No, since the By-Laws cannot deny a shareholder his right of pre-emption. Question 6 0 / 1 pts X Corp., whose business purpose is to manufacture and sell vehicles, invested its funds in Y Corp., an investment firm, through a resolution of its Board of Directors. The investment grew tremendously on account of Y Corp.'s excellent business judgment. But a minority stockholder in X Corp. assails the investment as ultra vires. Is he right and, if so, what is the status of the investment? https://feuph.instructure.com/courses/724/quizzes/3257 4/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 Yes, it is an ultra vires act of its Board of Directors and thus void. ou Answered Yes, it is an ultra vires act of the corporation itself but voidable only, subject to stockholders’ ratification. Yes, it is an ultra vires act of the corporation itself and, consequently, void. orrect answer Yes, it is an ultra vires act of its Board of Directors but voidable only, subject to stockholders’ ratification. Question 7 1 / 1 pts Which of the following instances are non-voting shares not allowed to vote? Investment of corporate fund in another corporation not for primary purpose of the corporation. Increasing capital stock Mortgaging substantially all of the corporate property. Correct! Payment of Bonded indebtedness. Question 8 https://feuph.instructure.com/courses/724/quizzes/3257 1 / 1 pts 5/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 The term of office of Mr. Carlito as member of the board is about to expire on May 10, 2018. On May 12, 2018 a special meeting was called to fill up the vacancy in the board. Mr. Vladimir got the highest number of votes; however, Mr. Vladimir is not a shareholder. Mr. Vladimir is entitled to office because he got the highest number of votes and the term of Mr. Carlito is already expired. Mr. Carlito is no longer a director because Mr. Vladimir is qualified to be a director Mr. Vladimir is the new director because he got the highest number of votes. Correct! Mr. Carlito is entitled to hold office despite that his term is already expired because Mr. Vladimir is not qualified to be a director not being a shareholder. Hence, the incumbent director Mr. Carlito shall serve until his successor is elected and qualified. Question 9 0 / 1 pts “The majority vote of its board of directors and by the vote or written assent of the stockholders representing at least two-thirds of the subscribed capital stock of the corporation” is prescribed under the Corporation Law for this purpose For declaration of stock dividends. https://feuph.instructure.com/courses/724/quizzes/3257 6/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 For adoption of any by-law or by-laws. ou Answered To invest its corporate funds in any corporation or business, or for any purpose other than the main purpose for which it was organized. orrect answer To amend the articles of incorporation. Question 10 0 / 1 pts Any provision or matter stated in the articles of incorporation of stock corporation may be amended by a ou Answered Majority vote of the board of directors and the vote of the stockholders representing majority of the outstanding capital stock in a regular or special meeting called for that purpose. orrect answer Majority vote of the board of directors and the vote or written assent of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock. Majority vote of the board of directors and the vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock in a regular or special meeting called for that purpose. Majority vote of the board of directors and the vote or written assent of the stockholders representing Majority of the outstanding capital stock. https://feuph.instructure.com/courses/724/quizzes/3257 7/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 Question 11 0 / 1 pts In case of a delinquent stockholder, the following rights are not given to him except: orrect answer Right to receive dividends in accordance with the provisions of the law Right to vote Right of representation of any stockholders’ meeting ou Answered Right to be voted for Question 12 1 / 1 pts One of the following does not require stockholders’ approval: Investment of corporate fund for a purpose outside of the main purpose of the corporation Correct! Declaration of cash dividend Change of corporate name Merger or consolidation Question 13 https://feuph.instructure.com/courses/724/quizzes/3257 1 / 1 pts 8/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 Which of the following is not correct about director? The number of directors of Stock Corporation is not less than five but not more than fifteen. Correct! A juridical person like partnership is allowed to be a director A person is disqualified to become a director if he is convicted by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years. A director must be an owner of at least one share of stock. Question 14 1 / 1 pts After the election of the directors, trustees and officers of the corporation, within what period the secretary, or any other officer of the corporation shall submit the report of election of directors, trustees and officers to the Securities and Exchange Commission (SEC)? Forty-five (45) days Correct! Thirty (30) days Sixty days (60) days Fifteen (15) days https://feuph.instructure.com/courses/724/quizzes/3257 9/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 Question 15 0 / 1 pts Which of the following is not correct about removal of director? A director can be remove by at least 2/3 vote of the outstanding capital stock. ou Answered If the ground of vacancy of director is due to removal from office, only the stockholders can fill up the vacancy in the board. The remaining director may fill up the vacancy in the board if the ground of the vacancy is due to death provided the remaining director still constitute quorum. orrect answer A director may be remove by majority vote of the directors if the by-laws expressly provided otherwise. Question 16 0 / 1 pts Which of the following is not correct about management contract? The maximum period of management contract as a rule is five (5) years for any one term. https://feuph.instructure.com/courses/724/quizzes/3257 10/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 ou Answered Where a stockholder or stockholders representing the same interest of both the managing and the managed corporations own or control more than one-third (1/3) of the total outstanding capital stock entitled to vote of the managing corporation, the management contract must be approved by the stockholders of the managed corporation owning at least two-thirds (2/3) of the total outstanding capital stock entitled to vote. Management contract shall have been approved by the board of directors and by stockholders owning at least the majority of the outstanding capital stock, or by at least a majority of the members in the case of a non-stock corporation, of both the managing and the managed corporation. orrect answer Where a majority of the members of the board of directors of the managing corporation also constitute a majority of the members of the board of directors of the managed corporation, then the management contract must be approved by the stockholders of the managing corporation owning at least two-thirds (2/3) of the total outstanding capital stock entitled to vote. Question 17 1 / 1 pts Which of the following qualifications is necessary in order that one may be elected president of the corporation? He must not be a president of any other corporation. Correct! He must be a director of the corporation. He must be a citizen and a resident of the Philippines. He must not be a stockholder or director of a competitor corporation. https://feuph.instructure.com/courses/724/quizzes/3257 11/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 Question 18 1 / 1 pts In the amendment of the Articles of Incorporation of a stock corporation, the following is necessary: (Phil CPA, 86-2) Amendment by a majority vote of the Board of Directors. Amendment by a vote of 2/3 of the stockholders. Answer not given. Correct! Amendment by the majority vote of the Board of Directors plus a vote or written assent of the stockholders representing at least 2/3 of the outstanding capital stock. Question 19 1 / 1 pts The following are the requisites, except one, for valid declaration and/or issuance of stock dividend. Which is the exception? Existence of original and unissued shares Correct! It is issued to increase the authorized capital Dividend declaration is made by the Board of Directors and approved by 2/3 of the outstanding capital stock Existence of unrestricted retained earnings https://feuph.instructure.com/courses/724/quizzes/3257 12/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 Question 20 0 / 1 pts 1st Statement: A majority of the directors or trustees of all corporations organized in the Phil. must be citizens of the Phil. 2nd Statement: Any two (2) or more positions may be held concurrently by the same person, except that no one shall act as president and secretary or as secretary and treasurer at the same time. (Phil CPA, 97-2) Only 2nd statement is true Only 1st statement is true orrect answer Both statements are not true ou Answered Both statements are true Question 21 1 / 1 pts In the following cases, the preemptive right of the stockholders can be denied - choose the exception. by a vote of 2/3 of the outstanding shares where the increase in authorized capital stock is to be exchanged with a property needed for a corporate purpose. If it is denied in the articles of incorporation. https://feuph.instructure.com/courses/724/quizzes/3257 13/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 Correct! By a vote of a majority of the outstanding shares where the increase in authorized capital stock is to be used for the payment of corporate debts still to be contracted. If the increase in authorized capital stock is to enable the corporation to comply with a law requiring subscription by the public. Question 22 1 / 1 pts One of the following is not required and does not form part of the threefold duty of directors of a corporation. Which one? (Phil CPA, 92-2; 96-1) Duty of Loyalty Duty of Obedience Correct! Duty of Efficiency Duty of Diligence Question 23 1 / 1 pts A, B, C, D, E, F, G, H and I are directors of Strong Cement Corporation whose articles of incorporation provide for 9 directors. In the meeting of March 2003, directors A, B, C, D and E were present to approve a contract for the purchase of cement bags from E who deals in the said product. The contract was deliberated upon exhaustively by the said directors in the meeting including E. When the voting took place however, only A, B, C and D who found the contract fair and reasonable under the https://feuph.instructure.com/courses/724/quizzes/3257 14/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 circumstances, voted for its approval. The contract between the corporation and E is: Valid and enforceable. Correct! Voidable at the option of the corporation. Unenforceable against the corporation. Void because a corporation must not enter into a contract with any of its directors since a director occupies a position of trust. Question 24 0 / 1 pts This is an authority to vote in a corporation stockholders meeting: (Phil CPA, 88-1; 88-2-M) Certificate of stock ou Answered By-laws Shares of stock orrect answer Proxy Question 25 https://feuph.instructure.com/courses/724/quizzes/3257 1 / 1 pts 15/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 Right which the existing stockholders or corporation cannot be deprived without the consent of their right to subscribe or to purchase new stock issued by the corporation or unissued original stock, in proportion to their holdings before it can be offered to others: (Phil CPA, 85-2; 88-1-M) Right of redemption Appraisal right Right to purchase Correct! Pre-emptive right Question 26 1 / 1 pts A non-voting stock may vote in the following corporate acts, except in case of: Correct! approval of the compensation of directors. sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of corporate property. merger or consolidation. increase or decrease in capital stock. Question 27 https://feuph.instructure.com/courses/724/quizzes/3257 1 / 1 pts 16/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 Which of the following statements is false concerning treasury shares? Correct! They are entitled to dividends. They are not outstanding shares. They may be disposed of for a price lower than the par value provided such price is reasonable. They have no voting right. Question 28 1 / 1 pts In elections for the Board of Trustees of non-stock corporations, members may cast as many votes as there are trustees to be elected but may not cast more than one vote for one candidate. This is true in every case even if the majority of the members decide otherwise during the elections. unless set aside by the members in plenary session. in every case even if the Board of Trustees resolves otherwise. Correct! unless otherwise provided in the Articles of Incorporation or in the By-laws. Question 29 https://feuph.instructure.com/courses/724/quizzes/3257 1 / 1 pts 17/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 One of the following acts may be performed by the executive committee of a corporation. Which is it? Correct! Approval of contracts in the ordinary course of business. Declaration of stock dividends. Filling of vacancies in the board of directors. Amendment or repeal of the by-laws or adoption of new by-laws. Question 30 1 / 1 pts The by-laws of a corporation may create an executive committee, composed of not less than 3 members of the board of directors to be appointed by the board. The executive committee may act, by majority vote of all its members on such specific matters within the competence of the board, as may be delegated to it in the bylaws or on majority vote of the board, EXCEPT: Filling of vacancies in the Board, Approval of any action for which shareholders' approval is also required. Amendment or repeal of by laws or adoption of new by laws. Correct! All answers are correct. https://feuph.instructure.com/courses/724/quizzes/3257 18/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 Question 31 0 / 1 pts Statement 1. Under the Business Judgment Rule, the authority of the board to control the affairs , assets of the corporation is absolute for as long as the BOD has acted in accordance with its best judgment. Statement 2. And in the absence of bad faith, gross negligence, breach of trust, the court is not supposed to substitute its judgment to that of the bod. Both statements are not true Only the 1st statement is true ou Answered Only the 2nd statement is true orrect answer Both statements are true Question 32 1 / 1 pts Statement 1. Directors shall be elected for a term of one (1) year from among the holders of stocks registered in the corporation’s books, while trustees shall be elected for a term not exceeding three (3) years from among the members of the corporation. Statement 2. The board of corporations vested with public interest shall have independent directors constituting at least twenty percent (20%) of such board. Both statements are not true https://feuph.instructure.com/courses/724/quizzes/3257 19/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 Only the 2nd statement is true Only the 1st statement is true Correct! Both statements are true Question 33 0 / 1 pts Statement 1: Any two (2) or more positions may be held concurrently by the same person, except that no one shall act as president and secretary or as secretary and treasurer at the same time. Statement 2: Immediately after their election, the directors of a corporation must formally organize by the election of a president, who shall be a director, a treasurer who may or may not be a director, a secretary who shall be a resident and citizen of the Philippines, and such other officers as may be provided for in the by-laws. Both statements are false. ou Answered Statement I is true, but statement II is false. orrect answer Statement I is false, but statement II is true. Both statements are true. Question 34 0 / 1 pts 1st Statement: A majority of the directors or trustees of all corporations organized in the Phil. must be citizens of the Phil. https://feuph.instructure.com/courses/724/quizzes/3257 20/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 2nd Statement: Any two (2) or more positions may be held concurrently by the same person, except that no one shall act as president and secretary or as secretary and treasurer at the same time. (Phil CPA, 97-2) Only 1st statement is true ou Answered Both statements are true Only 2nd statement is true orrect answer Both statements are not true Question 35 1 / 1 pts An officer of a corporation may hold two or more positions in the corporation but not as: (Phil CPA, 90-1-M; 92-1; 92-2-M; 94-2-M; 97-2-M; ) Chairman of the Board and President. Secretary and Treasurer Vice President and Secretary Correct! President and Treasurer Question 36 1 / 1 pts The report of election of directors, trustee and officer must be submitted to the Securities and Exchange Commission within https://feuph.instructure.com/courses/724/quizzes/3257 21/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 One hundred twenty (120) days after the election of the directors, trustee and officers of the corporation. Correct! Thirty (30) days after the election of the directors, trustee and officers of the corporation. Sixty (60) days after the election of the directors, trustee and officers of the corporation. Ninety (90) days after the election of the directors, trustee and officers of the corporation. Question 37 1 / 1 pts The following, except one are qualifications of corporate directors: (Phil CPA, 89-1-M; 94-2; 86-2) Must own at least one share of stock. Must continuously own at least one share during their term as directors. Ownership of shares must be recorded in the books of corporation. Correct! Majority are citizens of the Philippines. https://feuph.instructure.com/courses/724/quizzes/3257 22/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 Question 38 0 / 1 pts 1st Statement: In the absence of any provision in the by-laws fixing their compensation, the directors shall not receive any compensation, as such directors, except for reasonable per diems. 2nd Statement: In no case shall the total yearly compensation of each director, as such directors, exceed ten (10%) percent of the net income before income tax of the corporation during the preceding year Only 2nd statement is true orrect answer Only 1st statement is true Both statements are not true ou Answered Both statements are true Question 39 1 / 1 pts The contract between corporations with interlocking directorates is generally considered as: Void Voidable Correct! valid rescissible https://feuph.instructure.com/courses/724/quizzes/3257 23/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 Question 40 1 / 1 pts A is a director and owns 50% of the outstanding capital stock of Ace Corporation which is engaged in the trading of computers. Ace Corporation purchased computer tables from Top Corporation of which A is also a director and owns 15% of its outstanding capital stock. The articles of incorporation of both corporations provide for 5 directors. In the approval of the contract for the said purchase, A did not attend the meeting of the board of directors of Ace Corporation, while in the meeting of the board of directors of Top Corporation which was called for the same purpose, directors A, B, C and D were present with all of them voting for the approval of the contract. Assuming that there is no fraud and that the contract is fair and reasonable under the circumstances, the contract between Ace Corporation and Top Corporation is: unenforceable against Top Corporation. Correct! valid. voidable at the option of Top Corporation. void because corporations with interlocking directorate should not enter into a contract with each other. Question 41 1 / 1 pts 1st Statement: Where a director, by virtue of his office, acquires for himself a business opportunity which should belong to the corporation, thereby obtaining profits to the prejudice of such corporation, such director shall refund to the corporation double the profits he realizes on such business opportunity. 2nd Statement: If such act is ratified by a vote of the stockholders https://feuph.instructure.com/courses/724/quizzes/3257 24/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 representing at least majority of the outstanding capital stock, the director is excused from remitting the profit realized. Both statements are true Only 1st statement is true Correct! Both statements are not true Only 2nd statement is true Question 42 1 / 1 pts The voting requirement to increase or decrease capital stock: (Phil CPA, 89-1) Two-thirds (2/3) vote of the Board of Directors with the consent of majority of outstanding capital stock. Majority vote of the Board of Directors with the consent of majority of the outstanding capital stock. Correct! Majority vote of the Board of Directors and consented to by the stockholders representing two-thirds (2/3) of the outstanding capital stock. Majority vote of the Board of Directors and three-fourth (3/4) vote of the outstanding capital stock, https://feuph.instructure.com/courses/724/quizzes/3257 25/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 Question 43 0 / 1 pts In the following cases, the preemptive right of the stockholders can be denied - choose the exception. by a vote of 2/3 of the outstanding shares where the increase in authorized capital stock is to be exchanged with a property needed for a corporate purpose. If the increase in authorized capital stock is to enable the corporation to comply with a law requiring subscription by the public. ou Answered If it is denied in the articles of incorporation. orrect answer By a vote of a majority of the outstanding shares where the increase in authorized capital stock is to be used for the payment of corporate debts still to be contracted Question 44 1 / 1 pts 1st Statement: A sale of all or substantially all of the corporation’s properties and assets, including its goodwill must be authorized by the vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock, or at least two-thirds (2/3) of the members, in a stockholders’ or members’ meeting duly called for the purpose. 2nd Statement: After such authorization or approval by the stockholders or members, the board of directors or trustees may, nevertheless, in its discretion, abandon such sale, lease, exchange, mortgage, pledge, or other disposition of property and assets, subject to the rights of third https://feuph.instructure.com/courses/724/quizzes/3257 26/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 parties under any contract relating thereto, without further action or approval by the stockholders or members. Only 1st statement is true Only 2nd statement is true Correct! Both statements are true Both statements are not true Question 45 1 / 1 pts A, B, C, D, E, F and G are the members of the Board of directors (BoD) of a corporation. A, B and C resigned for personal reasons. How shall the vacancies be filled up? The vacancies shall be filled up by the majority vote of the stockholders in a regular or special meeting. The vacancies shall be filled up by the vote of at least 2/3 of the stockholders in a regular or special meeting. The vacancies shall be filled unanimously by the BoD. Correct! The vacancies shall be filled up by the majority vote of the BoD. https://feuph.instructure.com/courses/724/quizzes/3257 27/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 Question 46 1 / 1 pts A, B, C, D, E, F and G are the members of the Board of directors (BoD) of a corporation. A, B and C were removed from office due to fraudulent practices. How shall the vacancies be filled up? The vacancies shall be filled up by the vote of at least 2/3 of the stockholders in a regular or special meeting. Correct! The vacancies shall be filled up by the majority vote of the stockholders in a regular or special meeting. The vacancies shall be filled unanimously by the BoD. The vacancies shall be filled up by the majority vote of the BoD. Question 47 0 / 1 pts Which of the following distinctions between cash dividend and a stock dividend is false? ou Answered A delinquent stockholder is still entitled to receive cash dividend but it must first be applied to his unpaid subscription balance; whereas stock dividend shall be withheld until the delinquent stockholder pays his subscription in full. https://feuph.instructure.com/courses/724/quizzes/3257 28/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 orrect answer The declaration of cash dividend requires only a majority of the quorum of the BoD; whereas the declaration of stock dividend requires the approval of at least 2/3 of the members of the BoD. Cash dividend, once declared, belongs to the stockholder and cannot be transferred to any surplus account of the corporation; whereas the declaration of stock dividend may be rescinded before its actual issuance. Cash dividend has the effect of distributing the accumulated profits to the stockholders; whereas stock dividend has the effect of capitalizing such accumulated profits thereby increasing the corporation’s capital. Question 48 1 / 1 pts Which of the following is a valid corporate act? Declaration of cash dividend by the majority members of the executive committee Correct! Filling of vacancies in the Board of directors by the stockholders in a regular or special meeting called for that purpose. Declaration of stock dividend by the majority vote of the board of directors https://feuph.instructure.com/courses/724/quizzes/3257 29/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 Filling of vacancies in the board by two third (2/3) of the members of the executive committee. Question 49 0 / 1 pts Is a by-law provision of "X" Corporation "rendering ineligible if elected, subject to removal, a director if he is also a director in a corporation whose business is in competition with or antagonistic to said corporation" valid and legal? ou Answered Yes, under the principle of "corporate opportunity’”. No, under the principle of "separate entity”. orrect answer Yes, under the principle of "vested interest" Yes, provided it is approved by 2/3 of the outstanding capital stock. Question 50 1 / 1 pts A, B, C, D, E, F and G are the duly elected directors for 2021 of ABC Inc. whose articles of incorporation provide for 7 directors. On August 1, 2021, directors, A, B, C, D, and E met to fill the two vacancies in the board brought about by the removal of F for disloyalty to the corporation and the death of G. In the said meeting, the remaining directors voted for X to replace F; and for Y, a son of G to replace his father. Both X and Y are owners of at least one share of stock of the corporation. The election of X https://feuph.instructure.com/courses/724/quizzes/3257 30/31 12/12/21, 12:37 PM QUIZ 4-BOD AND CORPORATE POWERS: BUSINESS LAWS AND REGULATIONS 1 and Y by the remaining directors is- Valid with respect to X; invalid with respect to Y. Correct! Not valid with respect to X; valid with respect to Y. Invalid for both X and Y. Valid for both X and Y. Quiz score: 33 out of 50 https://feuph.instructure.com/courses/724/quizzes/3257 31/31