6.) The Corporation Code of the Philippines vests in the board of directors the exercise of the corporate powers of a (stock) corporation, save in those instances where the Code requires stockholders' approval for certain specific acts. The board of directors of Sana Ibigay Muna

(SIM) Corporation passed a resolution providing bonus for its employees in a special meeting called for the purpose. At the time, however, Antonio Trillaning, was still out of the country. Antonio assailed the validity of the said board resolution contending that the same was ultra vires on the ground that he was not duly notified of the special meeting in which it was passed. Is the disputed board resolution ultra vires as argued by Antonio?

7.) Distinguish Cash dividends from Stock dividends

8.) The resolutions were approved by stockholders representing 95% of the total outstanding capital stock. The sole dissenter was Mar Rokas who owned 5% of the stock. The stockholders of Liberty Party Corporation approved two resolutions in a special stockholders' meeting: 1. Resolution increasing the authorized capital stock of the corporation; and 2. Resolution authorizing the Board of Directors to issue, for cash payment, the new shares from the proposed capital stock increase in favor of outside investors who are nonstockholders. Are the resolutions binding on Mar Rokas, a sole dissenting stockholder, on the corporation and its stockholders?

9.) Leni and BBM are stockholders of Sana All Corporation. Later, Sana All Corporation decided to amend its article of incorporation to remove the stockholders' pre-emptive rights to newly issued shares of stock. Leni and BBM voted against the amendment and demanded payment of their shares at the rate of P 50.00 per share based on the book value of the shares. Sana All Corporation found the fair value of the shares demanded by Leni and BBM unacceptable. It insisted that the market value should be the value or P 25.00 per share and that the payment could be made only if Sana All Corp. had unrestricted retained earnings in its books to cover the value of the shares. The disagreement on the valuation of the shares led the parties to constitute an appraisal committee, each of them nominating a representative, who together then nominated the third member who would be chairman of the appraisal committee. The appraisal committee reported its valuation of P 50.50 per share. Subsequently, Leni and BBM demanded payment based on the valuation of the appraisal committee. Sana All Corp., refused the demand as it had no retained earnings at the time of Leni and BBM's demand as borne out by its financial statements. Who is correct?

10.) Passers School is a non-profit educational corporation with 15 regular members, who also constitute the board of trustees. During the annual members' meeting held on December 1, 2021, there were only 10 living member-trustees, as 5 had already died. Out of the 10, 6 attended the meeting through their respective proxies. The meeting was convened and chaired by Go Bong over the objection of Marimar Roxas who argued that there was no quorum. In the meeting, Leila, Risa, Chel, Dick and Ping were voted to replace the five deceased member- trustees. Leila, Risa, Chel, Dick and Ping maintained that the deceased member-trustees should not be counted in the computation of the quorum because, upon their death, members automatically lost all their rights and interests in the corporation. Should dead members still be counted in the determination of the quorum?