The board of directors of a corporation exercise the powers of the corporation. Under the Corporation Code, the corporate powers of a corporation, all business conducted and all property of a corporation are generally controlled and held by the board of directors.
The validity of a corporate act is predicated on the following requisites:
(1) meeting of the directors;
(2) presence of the required quorum;
(3) decision of majority of the quorum, or in other cases, a majority of the board (or the vote requirement provided in the by-laws);
(4) meeting at the time, place, and manner provided in the by-laws. (see Corporation Code, sec. 25; see Corporation Code of the Philippines Annotated, p. 267 ).
A typical agenda for a board meeting is as follows: