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Again, petitioners did not attend.

The stockholders that were


12. RANIEL VS. JOCHICO present removed the petitioners as directors of Nephro.
(G.R. No. 153413, March 2, 2007) Note: Raniel could have explained herself during these
meetings, but she chose not to attend. - SC
DOCTRINE: The directors may appoint officers and agents and as incident
to this power of appointment, they may discharge those appointed. Side-note: the ownership of the outstanding capital stock is
distributed in this manner;
FACTS Jochico 200 Shares
Steffens 100 Shares
Nectarina Raniel and Victoria Pag-ong, are 2 out of the 5 directors Viriya 100 Shares
Raniel 25 Shares
of Nephro Systems Dialysis Center. Pag-ong 75 Shares
Note: Raniel was Corporate Secretary, Treasurer, and = 500 Shares
Administrator of the Dialysis Clinic. 2/3 of OCS is 333.33 Shares
400 Shares voted for petitioners removal

Petitioners questioned respondents plan to enter into a joint Petitioners filed a case with the SEC, which held that the removal
venture with the Butuan Doctors Hospital and College. of petitioners was valid. Appeal made to the CA, which affirmed
Respondents allegedly tried to compel them to waive and assign the SEC decision.
their shares with Nephro but petitioners refused.
ISSUE
Raniel sought an indefinite leave of absence. Paul Jochico
disapproved the request, but Raniel nonetheless stopped reporting WON the petitioners removal was valid? YES.
for work. When asked for an explanation for her absence, Raniel
expressed her sentiments over the disapproval of leave, and the HELD
joint venture with Butuan.
Note: Without Raniel, holding three important positions, the The SC ruled in favor of Jochico.
companys operations were disrupted. Such also warranted
loss of the Boards confidence in her. - SC The directors may appoint officers and agents and as incident to
this power of appointment, they may discharge those
Jochico issued a Notice of Special Board Meeting. Petitioners appointed.
were notified, but they did not attend. The board passed several Note: Raniel was removed from her positions before she was
resolutions ratifying the disapproval of Raniels request for leave, ousted from her status as a director.
dismissing her as Administrator of Nephro, declaring the
position of Corporate Secretary vacant. The unanimous resolutions carried by the board during such
meetings are valid and binding against complainants.
Otelio Jochico was appointed as the new Corporate Secretary, and Note: There was quorum, given that there were only 5
directors, 3 voted to remove petitioners.
a Special Stockholders Meeting was held.

PETITION DENIED

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