This case has been cited 1 times or more.
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2012-11-28 |
VILLARAMA, JR., J. |
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| Corporate officers are elected or appointed by the directors or stockholders, and are those who are given that character either by the Corporation Code or by the corporation's by-laws.[27] Section 25[28] of the Corporation Code enumerates corporate officers as the president, the secretary, the treasurer and such other officers as may be provided for in the by-laws. In Matling Industrial and Commercial Corporation v. Coros,[29] the phrase "such other officers as may be provided for in the by-laws" has been clarified, thus: Conformably with Section 25, a position must be expressly mentioned in the By-Laws in order to be considered as a corporate office. Thus, the creation of an office pursuant to or under a By-Law enabling provision is not enough to make a position a corporate office. Guerrea v. Lezama, the first ruling on the matter, held that the only officers of a corporation were those given that character either by the Corporation Code or by the By-Laws; the rest of the corporate officers could be considered only as employees of subordinate officials. Thus, it was held in Easycall Communications Phils., Inc. v. King: | |||||