Article 33p. 33

COMMERCIAL LAWS NEGOTIABLE INSTRUMENTS, CORPORATION, INSURANCE, TRANSPORTATION, BANKING

A provisional director shall be an impartial person

who

is

neither a stockholder nor a creditor of the

corporation

or

of

any

subsidiary

or

affiliate

of

the

corporation, and whose further qualifications, if any, may

be determined by the Commission. A provisional director

is not a receiver of the corporation and does not have the

title and powers of a custodian or receiver. A provisional

director shall have all the rights and powers of a duly

elected director of the corporation, including the right to

notice of and to vote at meetings of directors, until such

time as he shall be removed by order of the Commission

or by all the stockholders. His compensation shall be

determined

by

agreement

between

him

and

the

corporation subject to approval of the Commission, which

may fix his compensation in the absence of agreement or

in the event of disagreement between the provisional

director and the corporation.

SECTION

105.

Withdrawal

of

Stockholder

or

Dissolution of Corporation. — In addition and without

prejudice to the other rights and remedies available to a

stockholder under this Title, any stockholder of a close

corporation

may,

for

any

reason,

compel

the

said

corporation to purchase his shares at their fair value,

which shall not be less than their par or issued value,

when the corporation has sufficient assets in its books to

cover

its

debts

and

liabilities

exclusive

of

capital

stock:Provided ,

That

any

stockholder

of

a

close

corporation may, by written petition to the Securities and

Exchange Commission, compel the dissolution of such

corporation whenever any of the acts of the directors,

officers or those in control of the corporation is illegal, or

fraudulent,

or

dishonest,

or

oppressive

or

unfairly

prejudicial to the corporation or any stockholder, or

whenever

corporate

assets

are

being

misapplied or

wasted.

TITLE XIII Special Corporations

CHAPTER I Educational Corporations

SECTION

106.

Incorporation .

—

Educational

corporations shall be governed by special laws and by the

general provisions of this Code. (n)

SECTION

107.

Prerequisites

to

Incorporation .

—

Except upon favorable recommendation of the Ministry of

Education and Culture, the Securities and Exchange

Commission shall not accept or approve the articles of

incorporation and bylaws of any educational institution.

(168a)

SECTION 108. Board of Trustees . — Trustees of

educational

institutions

organized

as

non-stock

corporations shall not be less than five (5) nor more than

fifteen

(15):

Provided ,

however ,

That the number of

trustees shall be in multiples of five (5).

Unless

otherwise

provided

in

the

articles

of

incorporation or the bylaws, the board of trustees of

incorporated schools, colleges, or other institutions of

learning shall, as soon as organized, so classify themselves

that the term of office of one-fifth (1/5) of their number

shall expire every year. Trustees thereafter elected to fill

vacancies, occurring before the expiration of a particular

term, shall hold office only for the unexpired period.

Trustees elected thereafter to fill vacancies caused by

expiration of term shall hold office for five (5) years. A

majority of the trustees shall constitute a quorum for the

transaction of business. The powers and authority of

trustees shall be defined in the bylaws.

For institutions organized as stock corporations, the

number and term of directors shall be governed by the

provisions on stock corporations. (169a)

CHAPTER II Religious Corporations

SECTION 109. Classes of Religious Corporations . —

Religious corporations may be incorporated by one or

more persons. Such corporations may be classified into

corporations sole and religious societies.

Religious

corporations shall be governed by this

Chapter and by the general provisions on non-stock

corporations insofar as they may be applicable. (n)

SECTION 110. Corporation Sole . — For the purpose of

administering

and

managing, as trustee, the affairs,

property and temporalities of any religious denomination,

sect or church, a corporation sole may be formed by the

chief archbishop, bishop, priest, minister, rabbi or other

presiding elder of such religious denomination, sect or

church. (154a)

SECTION 111. Articles of Incorporation . — In order to

become a corporation sole, the chief archbishop, bishop,

priest, minister, rabbi or presiding elder of any religious

denomination,

sect

or

church

must

file

with

the

Securities

and

Exchange

Commission

articles

of

incorporation setting forth the following:

1. That he is the chief archbishop, bishop, priest,

minister,

rabbi

or

presiding

elder

of

his

religious

denomination, sect or church and that he desires to

become a corporation sole;

2. That the rules, regulations and discipline of his

religious

denomination,

sect

or

church

are

not

inconsistent with his becoming a corporation sole and do

not forbid it;

3.

That

as such chief archbishop, bishop, priest,

minister, rabbi or presiding elder, he is charged with the

administration of the temporalities and the management

of

the

affairs, estate and properties of his religious

denomination,

sect

or

church

within

his

territorial

jurisdiction, describing such territorial jurisdiction;

4. The manner in which any vacancy occurring in the

office of chief archbishop, bishop, priest, minister, rabbi or

presiding elder is required to be filled, according to the

rules,

regulations

or

discipline

of

the

religious

denomination, sect or church to which he belongs; and

5.

The

place

where

the

principal

office

of

the

corporation sole is to be established and located, which

place must be within the Philippines.

The articles of incorporation may include any other

provision not contrary to law for the regulation of the

affairs of the corporation. (n)

SECTION

112.

Submission

of

Articles

of

Incorporation . — The articles of incorporation must be

verified, before filing, by affidavit or affirmation of the

chief

archbishop,

bishop,

priest,

minister,

rabbi

or

presiding elder, as the case may be, and accompanied by

a copy of the commission, certificate of election or letter

of appointment of such chief archbishop, bishop, priest,

minister, rabbi or presiding elder, duly certified to be

correct by any notary public.

From and after the filing with the Securities and

Exchange

Commission

of

the

said

articles

of

incorporation, verified by affidavit or affirmation, and

accompanied

by

the

documents

mentioned

in

the

preceding

paragraph,

such

chief archbishop, bishop,

priest, minister, rabbi or presiding elder as the case may

be, shall become a corporation sole, and all temporalities,

estate and properties of the religious denomination, sect

or church theretofore administered or managed by him

as such chief archbishop, bishop, priest, minister, rabbi or

presiding

elder shall be held in trust by him as a

corporation sole, for the use, purpose, behalf and sole

benefit of his religious denomination, sect or church,

including hospitals, schools, colleges, orphan asylums,

parsonages and cemeteries thereof. (n)

SECTION 113. Acquisition and Alienation of Property .

— Any corporation sole may purchase and hold real

estate and personal property for its church, charitable,

benevolent or educational purposes, and may receive

bequests or gifts for such purposes. Such corporation

may mortgage or sell real property held by it upon

obtaining an order for that purpose from the Court of

First Instance of the province where the property is

© Compiled by RGL

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