28. I. Stockholders or members periodically elect the board of directors or trustees, who are charged with the management of the corporation.II. Stockholders or members also elects officers to carry out management functions on a day-to-day basis.

a. Only I is true.

b. Only II is true.

c. Both are true.

d. Both are false.

8. I. If the corporation is vested with public interest, the board shall also elect a compliance officer.II. The officer shall manage the corporation and perform such duties as may be provided in the bylaws and/or as resolved by the board of directors.

a. Only I is true.

b. Only II is true.

c. Both are true.

d. Both are false.

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22. 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, thereby obtaining profits to the prejudice of such corporation, he must account to the latter for all such profits by refunding the same.

2 puntos

a. Doctrine of self-dealing board of directors.

b. Doctrine of corporate opportunity.

c. Doctrine of double compensation

d. Doctrine of trust fund.

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5. I. The power to remove directors or trustees belongs to the office exclusively. II. Removal of directors or trustees may be with or without cause.

2 puntos

a. Only I is true.

b. Only II is true.

c. Both are true.

d. Both are false.

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6. The requisites for removal of directors are the following except:

2 puntos

a. The removal should take place at a regular or special meeting duly called for the purpose.

b. The director or trustee can only be removed by a vote of stockholders representing at least majority of the outstanding capital stock or majority of the members entitled to vote in case of non-stock corporations.

c. There must be a previous notice to stockholders or members of a corporation of the intention to propose such removal at the meeting.

d. The special meeting of the stockholders or members of a corporation for the purpose of removal must be called by the secretary on order of the president or on the written demand of the stockholders representing or holding at least a majority of the outstanding capital stock or a majority of the members entitled to vote.

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4. I. The acts of corporate officers within the scope of their authority are binding on the corporation. II. Any 2 or more positions may be held concurrently by the same person, except that no one shall act as president and secretary or as president and vice-president at the same time.

2 puntos

a. Only I is true.

b. Only II is true.

c. Both are true.

d. Both are false.

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17. I. The property of the corporation is not the property of its stockholders or member; however, it may be sold by the stockholders or members. II. The power and responsibility to decide whether a corporation can enter into a binding contract is lodged with the board of directors.

2 puntos

a. Only I is true.

b. Only II is true.

c. Both are true.

d. Both are false

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24. The following are the limitations of an executive committee, except:

2 puntos

a. Approval of any action for which shareholders' approval is also required.

b. Filling of vacancies on the board.

c. Amendment of repeal of by-laws or the adoption of new by-laws.

d. Amendment or repeal of any resolution of the board.

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3. It is a person who, apart form shareholdings and fees received from the other corporation, is independent of management and free from any business or other relationship which could, or could reasonably be perceived to materially interfere with the exercise of independent judgment in carrying out the responsibilities as a director.

2 puntos

a. Dependent director.

b. Independent director.

c. Authorized director.

d. Outstanding director.

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23. It is a body created by the by-laws and composed of not less than three members of the board which, subject to the statutory limitations, has all the authority of the board of directors to the extent provided in the by-laws.

2 puntos

a. Board committee

b. Trust committee

c. Officers' committee

d. Executive committee

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18. I. The directors of a corporation shall not receive any compensation for being members of the board of directors, except for reasonable per diems.II. In no case shall the total yearly compensation of directors, as such directors, exceed 10% of the net income after income tax of the corporation during the preceding year.

2 puntos

a. Only I is true.

b. Only II is true.

c. Both are true.

d. Both are false.

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19. I. The general rule is that obligations incurred by the corporation, acting through its directors, officers and employees, are its sole liabilities, and vice versa.II. A contract of the corporation with one or more of its directors or trustees or officers is void.

2 puntos

a. Only I is true.

b. Only II is true.

c. Both are true.

d. Both are false.

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

2 puntos

a. Convicted by final judgment of an offense punishable by imprisonment for a period exceedingly 6 years.

b. Found administratively liable for any offense involving fraudulent acts.

c. Found by a foreign court or equivalent foreign regulatory authority for acts, violations or misconduct.

d. All of the above.

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16. A corporation's board of directors is understood to be ate that body which, except:

2 puntos

a. Exercises all powers provided for under the Corporation Code.

b. Conducts all business of the corporation.

c. Controls and holds all property of the corporation.

d. None of the above.

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26. I. A stockholder or member who participates through remote communication or in absentia, shall be deemed present for purposes of quorum.II. The directors or trustees elected shall perform their duties as prescribed by law, rules of good corporate governance, and bylaws of the corporation.

2 puntos

a. Only I is true.

b. Only II is true.

c. Both are true.

d. Both are false