corporation

a lawyer gave me an assignment for my ojt and it is about corporation law. she asked me to research on the 60-40 proportion in a seven member board, how will the board be divided considering the 60-40 proportion? with regards to the voting, i think it is the quorum. but i am not sure if the same rule applies to the membership in the board. thanks in advance!

Sorry the question is not that clear to me. But let me try to answer.

Perhaps, the 60-40 proportion you mentioned refers to stock ownership wherein 60% is owned by Filipinos while the 40% pertains to foreign ownership. In this scenario, it is normal that there will be more Filipinos than foreigners who will sit as Directors because it is the stockholders who will vote for the members of the Board. If there are more Filipino stockholders, then it follows that they will be able to elect more Filipinos in the Board. On the basis of a 60-40 ratio, 4 Directors will be elected by the stocks representing ownership of the Filipinos while 3 Directors will be elected by the stocks representing the foreign ownership.

With respect to voting, the vote of each Directors usually have the same value. Since the Filipinos have 4 Directors as compared to 3 for the foreigners, the Filipinos will still have control in the voting.

Of course, the quorum is usually majority of the members of the Board, i.e., 4.

Finally, the above matters on voting, division of the Board, etc., etc., are usually contained in the By-Laws of the corporation.