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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