January 21, 1980
Manuel G. Tinio
53-K Katipunan Road
Loyola Heights
Quezon City
Sir :
This has reference to your two letters both dated December 17, 1979 requesting opinion/information on the following questions: Cdpr
1. In case of conflict between the entries in the stock and transfer book, the stock certificate book and the minutes of the stockholders' meeting regarding a question of who are the legitimate stockholders of record, which of these records will prevail?
2. May a corporation which is represented by less than the required quorum, proceed with the election of the board of directors?
Sections 52 and 35 of the Corporation Law, and Section 1 of Article IV of your By-Laws set forth the test of determining the number of legitimate stockholders and the number of their respective shares in the corporation. Thus it is provided:
"SECTION 52. Business corporations must also keep a book to be known as the stock and transfer book, in which must be kept a record of all stocks, the names of the stockholders or members alphabetically arranged; the installments paid and unpaid on all...
