41. Under the Revised Corporation Code, he refers to a person who, apart from shareholdings and fees received from the 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.

A. Independent director

B. Provisional director

C. Disloyal director

D. Rehabilitation receiver

42. Which of the following statements is incorrect?

A. Incorporators are required to be stockholders only at the time of incorporation but directors must be stockholders at the time of their term or tenure.

B.Any provision in the by-laws giving a stockholder a permanent seat in the Board of Directors is null and void.

C.Any provision in the by-laws authorizing the board of director to remove a director is null and void.

D. Any provision requiring a guaranteed sit to a president of a foundation even without election in the board of trustees of a non-stock corporation is valid.

43. Which of the following statements concerning the election of directors/trustees is false?A. The election must be by ballot if requested by any voting member or stockholder.

B. The candidates receiving the higher number of votes shall be declared elected and a majority vote is not necessary as long as there is a quorum during the election.C. Delinquent stocks may be voted.

D. At any meeting of stockholder or members called for the election of directors or trustees, there must be present either in person or by representative authorized to act by written proxy, the owners of a majority of the outstanding capital stock or majority of members entitled to vote.

44. If a stockholders' meeting was called but the directors were not elected during the meeting, the meeting can be

A. Adjourned to a definite day onlyB. Adjourned sine die or indefinitely only

C. Either A or B.

D. Neither A nor B.

45. In the absence of quorum stipulated in the articles of incorporation, what is required quorum for the validity of the meeting conducted by Board of Directors regarding a corporate act or act of administration or management?

A. At least majority of the number of directors as fixed in the articles of incorporation

B. At least majority of the number of directors filled up.

C. At least 2/3 of the number of directors as fixed in the articles of incorporation.

D. At least 2/3 of the number of directors filled up.

46. Under this principle, courts cannot undertake to control the discretion of the board of directors about administrative matters as to which they have legitimate powers of action. It also means that questions of policy or management are left solely to the honest decision of officers and directors of a corporation and the courts are without authority to substitute their judgment for the judgment of the board of directors.

A. Business judgment rule or Principle of Management Prerogative

B. Doctrine of separate entity

C. Limited liability rule

D. Theory of concession

47. Immediately after election of the Board of Directors, the directors must formally organize the corporation by the election of the corporate officers. In the election of corporate officers, how may the Board of Directors vote?A. Personally

B. Through an agent or proxy

C. Either personally or through an agent or proxy

D. Through a proxy

48. The following are the qualifications of a corporate president, exceptA. He must be a director of the corporation.

B.He must be a stockholder of the corporation.

C.He must neither be a secretary nor a treasurer of the same corporation.D. He must be a resident citizen of the Philippines

49. Which of the following is allowed concurrent positions to a single person?

A. President and Secretary

B. President and Treasurer

C. Secretary and Treasurer

D. None of the above

50. What is the required number of vote for the removal of incumbent director or trustee?

A. Owners of at least majority of the outstanding capital stock or at least majority of members.

B. Owners of at least 2/3 of the outstanding capital stock entitled to vote or at least 2/3 of members entitled to vote.

C. At least majority vote of the members of the board and at least 2/3 of the outstanding capital stock entitled to vote or at least 2/3 of members.

D. At least majority vote of the members of the board.

51. Under Revised Corporation Code, when may the vacancy in the board be filled up by the unanimous vote of the remaining directors or trustees who do not constitute a quorum to form an emergency board?

A. When emergency action is required to prevent grave, substantial, and irreparable loss or damage to the corporation.

B. When the remaining directors/trustees do not constitute a quorum.

C. When the remaining directors/trustees constitutes a quorum.

D. When the Board of Directors/Trustees can easily call an election.

52. The following are the reasons for board vacancy which will disqualify the remaining members of the board with quorum to fill up the vacancy in the board, except

A. Removal of a director

B. Expiration of term of a director

C. Increase in the sits of the board

D. Disqualification of a director

53. What is the compensation of the directors of corporation, in such capacity?A. They are not entitled to any form of compensation.

B.They are allowed a huge amount of compensation,

C.They are not entitled' to receive any compensation except (1) for reasonable per diems or (2) unless the compensation is fixed by by-laws or when ranted by the vote of stockholders.D. They are entitled to receive the compensation of the president.

54. Under the Revised Corporation Code, who are also within the scope of restriction about contract with selfdealing directors, trustees or officers?

A. Spouses of self-dealing directors, trustees or officers

B. Relatives of self-dealing directors, trustees or officers within 4th civil degree of consanguinity or affinity

C. Either A or B

D. Neither A nor B

55. He refers to a person who is a director, trustee or officer in different corporations.

A. Conflicting director, trustee or officer

B. Director/trustee/officer in bad faith

C. Interlocking director, trustee or officer

D. Self-dealing director, trustee or officer

56. It refers to a body created by the by-laws and composed of not less than three appointed members of the board which, subject to the statutory limitations, has all the authority of the board to the extent provided In the board resolution or by-laws. This body may act, by majority of all its members, on such specific matters within the competence of the board as may be delegated to it in by-laws.

A. Executive committee

B. Executive council

C. Executive body

D. Executive group

57. These powers are those inferred from or reasonably necessary for the exercise of the provided powers of the Corporation. They flow from the nature of the underlying business enterprise.

A. Express powers

B. Implied or necessary powers

C. Incidental or inherent powers

D. Discretionary powers

58. What is the status of ultra vires acts made by the Corporation's board of directors or officers in behalf of the corporation which are illegal per se?

A. Voidable

B. Unenforceable

C. Rescissible

D. Null and Void

59. What is the required vote for the ex-tension/shortening of corporate terra?

A.Approval by at least majority vote of the board of directors/trustees and ratification by stockholders representing at least 2/3 of the outstanding capital stock or at least 2/3 of members.

B.Approval by stockholders representing at least 2/3 of the outstanding capital stock or members.

C.Approval by at least majority vote of the board of directors/trustees and ratification by stockholders representing at least majority of the outstanding capital stock or members.D. Approval by at least majority vote of the board of directors/trustees.

60. It refers to the right of shareholders to subscribe to all issues or disposition of shares of any class in proportion to their present shareholdings in order to preserve their ownership interest in the corporation unless properly denied in the articles of incorporation. It is intended to protect both the proprietary and voting rights of a stockholder in a corporation, since such proportionate interest determines his proportionate power to vote in corporate affairs when the law gives the shareholders a right to affirm or deny board actions It is a common-law right which may be exercised by stockholders even when no provision is stated in the Corporation Code.

A. Appraisal right

B. Pre-emptive right

C. Right of first refusal

D. Redeemable right