This case has been cited 3 times or more.
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2015-07-22 |
LEONEN, J. |
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| Here, petitioners were officers of respondent CCDC. They were appointed directly by the former Board of Directors according to the by-laws of respondent CCDC, and their salaries were likewise set by the same Board.[36] Petitioners do not refute this fact. Their termination or removal is clearly an intra-cooperative matter.[37] It involves a dispute within the cooperative between two officers on one hand and the Board of Directors on the other. | |||||
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2014-02-05 |
REYES, J. |
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| The Court disagrees with the respondents and the CA. As may be gleaned from the aforequoted provision, the only officers who are specifically listed, and thus with offices that are created under Broadcom's by-laws are the following: the President, Vice-President, Treasurer and Secretary. Although a blanket authority provides for the Board's appointment of such other officers as it may deem necessary and proper, the respondents failed to sufficiently establish that the position of AVP for Sales was created by virtue of an act of Broadcom's board, and that Cosare was specifically elected or appointed to such position by the directors. No board resolutions to establish such facts form part of the case records. Further, it was held in Marc II Marketing, Inc. v. Joson[38] that an enabling clause in a corporation's by-laws empowering its board of directors to create additional officers, even with the subsequent passage of a board resolution to that effect, cannot make such position a corporate office. The board of directors has no power to create other corporate offices without first amending the corporate by-laws so as to include therein the newly created corporate office.[39] "To allow the creation of a corporate officer position by a simple inclusion in the corporate by-laws of an enabling clause empowering the board of directors to do so can result in the circumvention of that constitutionally well-protected right [of every employee to security of tenure]."[40] | |||||
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2014-02-05 |
REYES, J. |
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| Finally, the mere fact that Cosare was a stockholder of Broadcom at the time of the case's filing did not necessarily make the action an intra- corporate controversy. "[N]ot all conflicts between the stockholders and the corporation are classified as intra-corporate. There are other facts to consider in determining whether the dispute involves corporate matters as to consider them as intra-corporate controversies."[42] Time and again, the Court has ruled that in determining the existence of an intra-corporate dispute, the status or relationship of the parties and the nature of the question that is the subject of the controversy must be taken into account.[43] Considering that the pending dispute particularly relates to Cosare's rights and obligations as a regular officer of Broadcom, instead of as a stockholder of the corporation, the controversy cannot be deemed intra-corporate. This is consistent with the "controversy test" explained by the Court in Reyes v. Hon. RTC, Br. 142,[44] to wit:Under the nature of the controversy test, the incidents of that relationship must also be considered for the purpose of ascertaining whether the controversy itself is intra-corporate. The controversy must not only be rooted in the existence of an intra-corporate relationship, but must as well pertain to the enforcement of the parties' correlative rights and obligations under the Corporation Code and the internal and intra-corporate regulatory rules of the corporation. If the relationship and its incidents are merely incidental to the controversy or if there will still be conflict even if the relationship does not exist, then no intra-corporate controversy exists.[45] (Citation omitted) | |||||