1.   How can the corporate functions of the Board of Directors be differentiated from the corporate functions of the corporate officers?

2.   What is the rationale of the law why the requirements of law when it comes to self-dealing transactions of the board of directors/trustees or corporate officers? 

3.   In the November 2019 stockholders' meeting of ABC Corporation, eight (8) directors were elected to the board. The directors assumed their posts in January 2019. Since no stockholders meeting was held in November 2019, the eight directors served in a holdover capacity and thus continued discharging their powers. In January 2020, two (2) of ABC Corporation's directors - Director A and Director B - resigned from the Board. Relying on Section 28 of the Revised Corporation Code, the remaining six (6) directors elected two (2) new directors to fill in the vacancy caused by resignation of Directors A and B. Stockholder X questioned the election of the new directors, initially, through a letter-complaint addressed to the board, and later (when his letter-complaint went unheeded ), through a derivative suit filed with the court. He claimed that that the vacancy in the board should be filled up by the vote of the stockholders of ABC Corporation. Rule on the conflict.

4.   Elaborate the notification procedure to SEC which should be complied with by corporations in the event the corporation was unable to hold its annual meeting to elect the directors.

5.  Does SEC have the power to remove a member of the board of director upon verified petition based on the disqualifications provided by law?