Removal Of Directors Or Trustees

Removal of directors or trustees in a corporation is referred in SEC. 28 of Batas Pambansa Blg. 68 "The Corporation Code of the Philippines" as follows:

 

SEC. 28. Removal of directors or trustees. - Any director or trustee of a corporation may be removed from office by a vote of the stockholders holding or representing at least two-thirds (2/3) of the outstanding capital stock, or if the corporation be a non-stock corporation, by a vote of at least two-thirds (2/3) of the members entitled to vote: Provided, That such removal shall take place either at regular meeting of the corporation or at a special meeting called for the purpose, and in either case, after previous notice to stockholders or members of the corporation of the intention to propose such removal of directors or trustees, or any of them, must be called by the secretary on order of the president or on the written demand of the stockholders representing or holding at least a majority of the outstanding capital stock, or, if it be a non-stock corporation, on the written demand of a majority of the members entitled to vote. Should the secretary fail or refuse to call the special meeting upon such demand or fail or refuse to give the notice, or if there is no secretary, the call for the meeting may be addressed directly to the stockholder or member of the corporation signing the demand. Notice of the time and place of such meeting, as well as of the intention to propose such removal, must be given by publication or by written notice as prescribed in this Code. The vacancy resulting from removal pursuant to this section may be filled by election at the same meeting without further notice, or at any regular or at any special meeting called for the purpose, after giving notice as prescribed in this Code. Removal may be with or without cause: Provided, That removal without cause may not be used to deprive minority stockholders or members of the right of  representation to which they may be entitled under Section 24 of this Code.

Tax Exempt Corporations

Under Section 30 of NIRC:

Sec.         30.          Exemption from Tax on Corporation. – The following organizations shall not be taxed in respect to income received by them as such:

(A)       Labor, agricultural or horticultural organizations not organized principally for                profits.                        

(B)       Mutual savings bank not having a capital stock represented by shares, and                     cooperative bank without capital stock, organized and operated for mutual purposes     and without profit;

(C)       Cemetery company owned and operated exclusively for the benefit of its members;

(D)          Non-stock corporation or association organized and operated exclusively for religious, charitable, scientific, athletic, or cultural purposes, or rehabilitation of veterans, no part of its net income or asset shall belong or inure to the benefit of any member, organizer, officer or any specific person;

(F)      Business league, chamber of commerce, or board of trade, not organized for profit     and no part of the net income of which inures to the benefit of any private stockholder or individual;

(G)      Civic league or organization not organized for profit but operated exclusively for         the promotion of social welfare;

           (H)       A non-stock nonprofit educational institution;

(I)       Government educational institution;

(J)       Farmers or other mutual typhoon or fire insurance company, mutual ditch or irrigation company, mutual or cooperative telephone company, or like organizations of a purely local character, the income of which consists solely of assessments, dues, and fees collected from members for the sole purpose of meeting its expenses; and

(K)     Farmers, fruit growers, or like association organized and operated as a sales agent for the  purpose of marketing the products of its members and turning back them the proceeds of sales, less the necessary selling on the basis of the quantity of produced finished by them.

Note:     Notwithstanding the provisions in the preceding paragraphs;

(a)   the income of whatever kind and character of the foregoing               organizations;

(b)   from any of their properties, real or personal or;

(c)   from any of their activities conducted for profit;

(d)   regardless of the disposition made of such income;

(e)   shall be subject to corporation tax.