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Valle Verde Country Club, Inc. vs. Africa

VALLE VERDE COUNTRY CLUB, INC., ERNESTO VILLALUNA, RAY GAMBOA, AMADO M. SANTIAGO, JR., FORTUNATO DEE, AUGUSTO SUNICO, VICTOR SALTA, FRANCISCO ORTIGAS III, ERIC ROXAS, in their capacities as members of the Board of Directors of Valle Verde Country Club, Inc., and JOSE RAMIREZ, Petitioners, vs. VICTOR AFRICA, Respondent.

G.R. No. 151969 | 2009-09-04

Republic of the Philippines
SUPREME COURT
Manila
 
SECOND DIVISION
 
D E C I S I O N
 
BRION, J.:

In this petition for review on certiorari,[1] the parties raise a legal question on corporate governance: Can the members of a corporation's board of directors elect another director to fill in a vacancy caused by the resignation of a hold-over director?

THE FACTUAL ANTECEDENTS

On February 27, 1996, during the Annual Stockholders' Meeting of petitioner Valle Verde Country Club, Inc. (VVCC), the following were elected as members of the VVCC Board of Directors: Ernesto Villaluna, Jaime C. Dinglasan (Dinglasan), Eduardo Makalintal...