a. What is Quorum?

Quorum is the minimum number of voting members that must be in attendance at

a meeting of an organization for that meeting to be regularly constituted. According to
the Section 51 of the Revised Corporation Code, a quorum shall consist of the
stockholders representing a majority of the outstanding capital stock or a majority of the
members in the case of nonstock corporations unless otherwise provided.

b. Distinguish Special Meeting from Regular Meeting of Directors.

Regular meetings of board of directors or trustees of every corporation shall be

held monthly, unless the by-laws provide otherwise while special meetings of the board
of directors or trustees may be held at any time upon the call of the president or as
provided in the by-laws.

c. Distinguish Special Meeting from Regular Meeting of Stockholders or Shareholders.

Special meetings of stockholders are those held at any time deemed necessary
or as provided in the by-laws while the regular meeting of stockholders shall be held
annually on a date fixed on the by-laws, or if not so fixed, on any date after April 15.

d. What is Appraisal Right.

Appraisal right is the right to withdraw from the corporation and demand payment
of the fair value of his shares after dissenting from certain corporate acts involving
fundamental changes in corporate structure.

e. What are the instances when a stockholder can make use of his Appraisal Right.

Section 80 provides:

1. In case any amendment to the articles of incorporation has the effect of changing or
restricting the rights of any stockholder or class of shares, or of authorizing
preferences in any respect superior to those of outstanding shares of any class, or of
extending or shortening the term of corporate existence;

2. In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of

all or substantially all of the corporate property and assets as provided in the Code;

3. In case of merger or consolidation; and

4. In case of investment of corporate funds for any purpose other than the primary
purpose of the corporation.

f. Distinguish Voluntary Dissolution from Involuntary Dissolution.

Voluntary dissolution is a mode of dissolution by voluntary surrender of its

primary franchise while involuntary dissolution is a mode of dissolution by revocation of
its corporate franchise.
g. Enumerate and discuss the different kinds of Special Corporations.

1. Educational Corporation

It is a stock or non-stock corporation organized to provide facilities for

teaching or instruction. Such corporations normally maintain a regular faculty and
curriculum and normally have a regular organized body of pupils or students, or
attendance at a place where the educational activities are regularly carried on.

2. Religious Corporation

It is defined as s corporation composed entirely of spiritual persons and which

is erected for furtherance of a religion or for perpetuating the rights of the church or
for the administration of the church or religious work or property.

3. One Person Corporation

A One Person Corporation is a corporation with a single stockholder provided

that only a natural person, trust, or an estate may form a One Person Corporation.
(Sec. 116)

h. What is a One Person Corporation.

Section 116 provides that:

A One Person Corporation is a corporation with a single stockholder: Provided, That only
a natural person, trust, or an estate may form a One Person Corporation.

Banks and quasi-banks, pre-need, trust, insurance, public and publicly-listed companies,
and non-chartered government-owned and -controlled corporations may not incorporate
as One Person Corporations: Provided, further, That a natural person who is licensed to
exercise a profession may not organize as a One Person Corporation for the purpose of
exercising such profession except as otherwise provided under special laws.