Question
In the Articles of incorporation of Papi's American Burger Corporation, eleven members were named to constitute the board of directors. These eleven elected among themselves
- In the Articles of incorporation of Papi's American Burger Corporation, eleven members were named to constitute the board of directors. These eleven elected among themselves a secretary- treasurer but did not elect a president. The board used to hold meetings to transact business, which was done through the secretary-treasurer. In a proceeding to forfeit its charter, the question was posed as to whether the corporation may be considered to have formally organized. Resolve the question.
- Bongbong is an Incorporator of LENILUGAW Corporation having subscribed and fully paid 239,500 shares. However, no certificate of stock was issued to Bongbong. In 1970 ISKO and Bongbong signed a document entitled "Undertaking and Indorsement" which states:
"UNDERTAKING: I, ISKO, is the owner of the total subscription of Bongbong with LENILUGAW CORPORATION in the amount of TWO HUNDRED THIRTY- NINE THOUSAND FIVE HUNDRED (Php. 239,500.00) PESOS and Bongbong does not have any liability whatsoever on the subscription agreement in favor of LENILUGAW CORPORATION. SIGNED Isko, CONFORME: (Signed) Bongbong.
INDORSEMENT: I Bongbong is indorsing the total amount of TWO HUNDRED THIRTY- NINE THOUSAND FIVE HUNDRED (Php. 239,500.00) stocks of LENILUGAW Corporation to ISKO. (Signed) Bongbong"
However, Bongbong remains to be the stockholder in the books of the corporation and it is undisputed that Isko had not made a request upon the corporate secretary of LENILUGAW Corporation to record the alleged transfer of stocks. In 1998, Isko made a demand for the issuance of certificate of stocks in his name. The demand was denied by LENILUGAW Corporation and Isko filed petition for mandamus for the issuance of the certificates. Will the action prosper?
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