XXX Beauty and Health Services Corp. has 5 directors as per its Articles of Incorporation. Digoy, who holds majority shares of Beauty Key Corp., where he sits as Director, bought shares in XXX in his personal capacity. Through creeping acquisitions of shares, he was able to buy and own 20% of XXX's outstanding capital stock. In the next annual stockholders' meeting, Digoy ran for a seat in the Board. The corporate secretary informed Digoy that he cannot sit as Director of XXX because Beauty Key is its competitor, pointing out a provision in their By Laws prohibiting the same. Digoy argued that it is not him who is engaged in the same business but the corporation. As stockholder, Digoy also demanded for XXX to allow him to examine all the books and records of the corporation, which was also denied by the corporate secretary. What are the remedies available for Digoy? Are the actions of XXX proper? Is the By Laws provision valid? Discuss all issues.