Can corporations operate with a skeletal board?

FROM the largest conglomerates to the smallest start-ups, all have at least one thing in common: they are managed by some form of governing body, mostly by a board of directors. With the exception of a one-person corporation, firms have a board that exercises corporate powers, conducts the company's business and controls its properties (SEC MC 6-2009).

A corporation, being a juridical entity, may act through its board of directors, which exercises almost all corporate powers, lays down all corporate business policies and is responsible for the efficiency of management (Cebu Mactan Members Center Inc. vs Tsukahara, GR 159624, July 17, 2009). Under the Revised Corporation Code (RCC), it should be noted that the minimum number of five elected directors has now been removed. Presently, stockholders of a corporation may elect a board composed of at least two or not more than 15 directors, who shall each serve a term of one year (Sec. 22, RCC). In order to be elected as a director, the individual must own at least one share of stock in the corporation, must be a natural person of legal age, must not be convicted by final judgement of an offense punishable by imprisonment for a period exceeding six years and such other qualifications as may be prescribed by the by-laws of the corporation.