a. The Board of Directors of ABC Corporation, by a vote of ten in favor and one against, declared due and payable all unpaid subscription to the capital stock. The lone dissenting director failed to pay on due date, i.e., 19 August 2020, his unpaid subscription. Other than the shares wherein he was unable to complete payment, he did not own any share in the corporation. On August 23, 2020, he was informed by the Board of Directors that, unless due payment is meanwhile received, he could no longer serve as a director of the corporation hence, would not be entitled to the cash and stock dividends which were declared and payable on August 24, 2020; and could not vote in the stockholders meeting scheduled to take place on August 26, 2020. Was the action of the Board of Directors of ABC Corporation on each of the given matters Valid?

b. Susana subscribed to 2,000 shares of stock of Banawe Corporation. She paid 25% of said subscription. During the stockholders' meeting, can Susana vote all her subscribed shares? Explain your answer.

c. Mr. D became a stockholder of Brime Real Estate Corporation (BREC) on July 10, 2019, when he was given one share by another stockholder to qualify him as director.Mr. D was not re-elected director in July 1, 2020 annual meeting but he continued to be a registered shareholder of BREC. When he was still a director, Mr. D discovered that on January 6, 2019, BREC issued free of charge 10,000 shares to Mr. B, a lawyer who assisted in a court case involving BREC.

1. Can Mr. D now bring an action in the name of the corporation to question the issuance of the shares to Mr. B without receiving payment?
2. Can Mr. B question the right of Mr. D to sue him in behalf of the corporation on the ground that Mr. D has only one share in his name?
3. Can the shares issued to Mr B be considered as watered stock?