Read also: Duty of loyalty by the corporate directors
Yes!
Section 27 of the Revised Corporation Code is very explicit. Said section governs the procedure for removing a director.
A director of a corporation may be removed form office by a vote of the stockholders holding or representing at least two-thirds (2/3) of the outstanding capital stock. The removal should take place either at a regular meeting of the corporation or at a special meeting called for the purpose. In either case, stockholders of the corporation must have been properly notified of the intention to propose a removal of a director at the meeting. A special meeting of the stockholders for the said purpose must be called by the secretary or on the order of the president or upon written demand of the stockholders representing at least a majority of the outstanding capital stock. If there is no secretary, or if the secretary, despite demand, fails or refuses to call the special meeting or to give notice thereof, the stockholder of the corporation signing the demand may call for the meeting by directly addressing the stockholders. This time, the 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. Removal of a director may be with or without cause.
In the consolidated cases with G.R. Nos. 163356-57 and G. R. Nos. 163368-69, July 10, 2015, the Supreme Court ruled that whenever, for any cause, there is no person authorized to call a meeting, the Securities and Exchange Commission, upon petition of a stockholder or member on a showing of good cause therefor, may issue an order to the petitioning stockholder directing him to call a meeting of the corporation by giving proper notice required by the Corporation Code (or by the by-laws). The petitioning stockholder or members shall preside until at least a majority of the stockholders or members present have chosen one of their members as presiding officer.
Alburo Alburo and Associates Law Offices specializes in business law and labor law consulting. For inquiries, you may reach us at info@alburolaw.com, or dial us at (02)7745-4391/0917-5772207.
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