Manuel G. Tinio

January 21, 1980Manuel G. Tinio53-K Katipunan RoadLoyola Heights Quezon CitySir :This has reference to your two letters both dated December 17, 1979 requesting opinion/information on the following questions: Cdpr1. 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...