CORPORATION b.

Corporation sole- religious corporation

which consists of one member or
1) What is a corporation? corporator only and his successor
3. As to whether they are for religious purpose or
A corporation is an artificial being created by
not:
operation of law, having the right of succession and the
a. Ecclesiastical corporation – one organized
powers, attributes and properties expressly authorized by law
for a religious purpose
or incident to its existence.
b. Lay corporation- one organized for a
2) Attributes of a corporation: purpose other than for religion
1. It is an artificial being 4. As to whether they are for charitable purpose or
-a corporation is a legal or juridical person not:
with a personality separate and distinct and a. Eleemosynary (Charitable) – one
apart from individual stockholders or established for religious purposes.
members and from any other legal entity b. Civil – one established for business or profit
into which it may be connected or related 5. As to state or country under or by whose laws
2. It is created by operation of law they have been created
-no corporation can exist without the a. Domestic- one incorporated under the laws
consent or grant of the sovereign, and that of the Philippines
the power to create corporations is one of b. Foreign – one formed, organized, or existing
the attributes of sovereignty. Corporations under any laws other than those of the
cannot come into existence by mere Philippines and whose laws allow Filipino
agreement of the parties citizens and corporations to do business in
3. It enjoys the rights of succession its own country or state.
-a corporation has the capacity of 6. As to their legal right to corporate existence:
continuous existence irrespective of the a. De jure – one existing both in fact and in
death, withdrawal, insolvency, or incapacity law
of the individual stockholders or members b. De facto – one existing in fact but not in law
and regardless of the transfer of their 7. As to whether they are open to the public or
interest or shares of stock. A corporation not
may exist up to the period stated in the a. Close- one which is limited to selected
articles of incorporation not exceeding 50 persons or members of the family
years from the date of incorporation, unless b. Open – one which is open to any person
sooner dissolved or unless said period is who may wish to become a stockholder or
extended member thereto
4. It has the powers, attributes and properties 8. As to their relation to another corporation:
expressly authorized by law or incident to a. Parent or holding – one which is related to
its existence another corporation that it has the power
-the powers that a corporation can exercise to either, directly to, elect the majority of
are only those which are granted by the law the director of such other corporation
of its creation. All powers which may be b. Subsidiary – one which is so related to
implied from those expressly provided by another corporation that the majority of its
law and those which are incidental or directors can be elected either, directly or
essential to the corporation’s existence may indirectly, by such other corporation
also be exercised 9. As to whether they are corporations in a true
sense or only in a limited send:
3) Classes of Corporation: a. True- one which exists by statutory
1. As to whether their membership is represented authority
by shares of stock or not: b. Quasi – one which exist without formal
a. Stock- one which has (1) capital stock legislative grant:
divided into shares and (2)are authorized to i. Corporation by
distribute to the holders of such shares prescription- one which
dividends or allotments or the surplus has exercised corporate
profits on the basis of the shares held powers for an indefinite
b. Non-stock – is one which do not issue period without
shares and are created not for profit but for interference on the part
public good and welfare and where no part of the sovereign power
of its income is distributable as dividends to and which by fiction of
its members, trustees or officers law, is given the status of
2. As to the number of persons who compose a corporation
them: ii. Corporation by estoppel –
a. Corporation aggregate- corporation one which in reality is not
consisting of more than one member a corporation, either de
corporator. The CC requires that these jure or de facto, because
corporations must be formed by not less it is so defectively formed,
than 5 persons but is considered a
corporation in relation to
 those only who, by reason business of the
of their acts or corporation
admissions, are precluded shall be
managed by
from asserting that it is
the
not a corporation
stockholders of
10. As to whether they are for public (government) the corporation
or private purpose rather than by
a. Public – one formed or organized for the a board of
government for the purpose of serving the directors (Sec.
general good and welfare 97, CC)
b. Private – one formed for some private
Effect of The suit against a A partner as
purpose, benefit or end. It may either be
mismanagement member of the BOD such can sue a
stock or non-stock or BOT who co-partner who
mismanages must mismanages
4) Corporation distinguished from partnership be brought in the
name of the
BASIS CORPORATION PARTNERSHIP corporation
As to creation and Created by Created by mere Extent of liability Stockholders are GR: Partners are
governing law operation of law and agreement of to third persons liable only to the liable personally
governed by the the parties and extent of the shares and subsidiarily
Corporation Code governed by the subscribed by them (sometimes
Civil Code whether paid or not solidarily) for
Commencement of Existence of the From the partnership
juridical corporation moment of debts to third
personality and commences from meeting of / persons
term of existence the date of issuance minds XPN: Limited
of the Certificate of partner
Incorporation by the The term of a Right of Succession Has right of Has no right of
SEC partnership may succession succession
be established Transferability of Stockholder has the Partner cannot
Existence CANNOT for any period of shareholder’s right to transfer his transfer his
be for a term in time stipulated interest shares without prior interest in the
excess of 50 years. by the partners consent of the other partnership
The term of a stockholders unless without the
corporation may be the right of first consent of all
extended to not refusal is embodied the other
more than 50 years in the articles of existing partners
at any single incorporation
instance Dissolution Can only be May be
Number of GR: requires at least May be dissolved with the dissolved any
incorporators 5 incorporators but organized by at consent of the State. time by the will
not more than 15 least 2 persons of any or all
XPN: Corporation Death or insolvency partners.
Sole of shareholders
Powers May exercise only GR: May cannot dissolve the Death, civil
such powers as may exercise any corporation interdiction and
be granted by law power insolvency of a
and its articles of authorized by partner dissolve
incorporation, the partners the partnership
implied therefrom XPN: Acts which
or incidental are contrary to
thereto. law, morals, De facto Corporation vs De jure Corporation
good customs,
public order, DE FACTO DE JURE
public policy One which actually exists One created in strict or
Management GR: Power to do When for all practical purposes substantial conformity
business and management is as a corporation but which with the mandatory
manage its affairs is not agreed has no legal right to statutory requirements for
vested in the Board upon, every corporate existence as incorporation
of Directors (BOD) / partner is an against the State
Board of Trustees agent of the There is a colorable There is a substantial
(BOT) partnership compliance with the compliance with the
XPNs: requirements of the law requirements of the law
1) Executive creating the corporation creating the corporation
Committee
(Sec. 35, CC)
De facto Corporation
2) Management
Contract ( Sec. A corporation which actually exists for all practical
44, CC) purposes as a corporation but which has no legal right to
3) The AOI of a corporate existence as against the State.
close
corporation Requisites of a de facto corporation:
may provide
1. Organized under a valid law
that the
 2. Attempt in good faith to form a corporation 2. General Rule: Incorporators must not be less than 5
according to the requirements of the law but not more than 15
3. Use of corporate powers Exceptions: corporation sole
-the corporation must have performed the acts Educational institutions
which are peculiar to a corporation like entering
into a subscription agreement, adopting by-laws and 3. An incorporator must be of legal age
electing directors 4. Majority of the incorporators must be residents of
the Philippines
Defects precluding the creation of a corporation 5. Each must own or subscribe to at least 1 share
1. Absence of articles of incorporation ARTICLES OF INCORPORATION
2. Failure to file articles of incorporation
3. Lack of certificate of incorporation from SEC The Articles of Incorporation (AOI) is one that
defines the charter of the corporation and the contractual
FORMATION OF CORPORATION relationships between the State and the corporation, the
stockholders and the State, and between the corporation and
Incorporation
its stockholders
It is the performance of conditions, acts, deeds, and
CONTENTS
writings by incorporators , and the official acts, certification
or records, which give the corporation its existence. All corporations organized under the Code shall file
with the SEC an AOI in any of the official languages duly
Steps in the creation of a corporation
signed and acknowledged by all of the incorporators,
1. Promotion containing substantially the following matters, except as
2. Incorporation otherwise prescribed by the Code or by special law:
3. Formal organization and commencement of business
1. Name of Corporation;
operations
2. Purpose/s, indicating the primary and secondary
Components of a corporation: purposes (Purpose Clause);
3. Place of principal office;
1. Corporators – those who compose a corporation 4. Term of Existence;
whether as a stockholders or members 5. Names, nationalities and residences of
2. Incorporators - they are those mentioned in the AOI Incorporators;
as originally forming and composing the corporation 6. Number of directors or trustees, which shall not be
and who are signatories thereof less than 5 nor more than 15, except for corporation
3. Directors and trustees- the Board of Directors is the sole;
governing body in a stock corporation while the 7. Name, nationalities, and residences of the persons
Board of Trustees is the governing body in a non- who shall acts as directors or trustees until the first
stock corporation regular ones are elected and qualified;
4. Corporate officers – officers who are identified as 8. If a stock corporation, the amount of its authorized
such in the Corporation Code, the Articles of capital stock, the number of shares;
Incorporation or the By-Laws of the corporation 9. Names, nationalities, number of shares, and the
5. Stockholders – owners of shares of stock in a stock amounts subscribed and paid by each of the original
corporation subscribers which shall not be less than 25% of
6. Members - corporators of a corporation which has authorized capital stock;
no capital stock. They are not owners of shares of 10. If non-stock, the amount of capital, the names,
stocks, and their membership depends on terms residences, and amount paid by each contributor;
provided in the articles of incorporation and by-laws which shall not be less than 25% of total
7. Promoter – a person who, acting alone or with subscription; name of treasurer elected by
others, takes initiative in founding and organizing subscribers
the business or enterprise of the issuer and receives 11. Other matters as are not inconsistent with law and
consideration therefor which the incorporators may deem necessary and
8. Subscribers- persons who have agreed to take and convenient
pay for original, unissued shares of a corporation
formed or to be formed. WHAT IS THE REASON FOR THE STATEMENT OF THE PURPOSE
9. Underwriter – a person who guarantees on a firm CLAUSE IN THE AOI?
commitment and/or declared best effort basis the
The purpose clause determines whether the acts
distribution and sale of securities of any kind by
performed by the corporation are authorized or beyond its
another
powers. Acts beyond the corporation’s powers are called
NUMBER AND QUALIFICATIONS OF INCORPORATORS “ultra vires” acts.

Number and the qualifications of incorporators in a stock AMENDMENT

corporation
Limitations in the amendment of AOI
1. General Rule: Natural Person
1. The amendment must be for legitimate purposes
Exception: Incorporated cooperatives are allowed to
and must not be contrary to other provisions of the
be incorporators of rural banks
CC and special laws;
 2. Approved by majority of BOD / BOT towards the corporation and among themselves with
3. Vote or written assent of stockholders representing reference to the management of corporate affairs and to
2/3 of the outstanding capital stock or 2/3 of regulate transaction of the business of the corporation in a
members; particular way.
4. The original and amended articles together shall
contain all provisions required by law to be set out in However, a corporation sole is not governed by by-laws. It is
the AOI. Such articles, as amended, shall be instead governed by Rules and Regulations and Discipline of
indicated by underscoring the change/s made; its religious denomination which already contain the
5. Certification under oath by corporate secretary and provisions embodied in the by-laws of ordinary corporations.
a majority of the BOD / BOT stating the fact that said
RULE IN CASES OF CONFLICT BETWEEN THE BY-LAWS AND
amendment/s have been duly approved by the
THE AOI.
required vote of the stockholders or members, shall
be submitted to the SEC; In cases of conflict between the by-laws and the AOI, the AOI
6. Must be approved by the SEC; prevents because the by-laws are intended merely to
7. Must be accompanied by a favorable supplement the former.
recommendation of the appropriate government
agency in cases of: CONTENTS OF THE BY-LAWS
a. Banks
1. Time, place and manner of calling and conducting
b. Banking and quasi-banking institutions
regular or special meetings of directors or trustees;
c. Building and loan associations
2. Time and manner of calling and conducting regular
d. Trust companies and other financial
and special meetings of stockholders or members;
intermediaries
3. The required quorum in meeting of stockholders or
e. Insurance companies
members and the ,mmmmajahdjhathe manner
f. Public utilities
and the manner of voting therein;
g. Educational institutions
4. The form for proxies of stockholders and members
h. Other corporations governed by special laws
and the manner of voting them;
5. The qualification, duties and compensation of
Time when the amendment of the AOI takes effect directors or trustees, officers and employees;
6. Time for holding the annual election of directors or
The amendment of the AOI takes effect either: trustees and the mode or manner of giving notice
thereof;
1. Upon approval by the SEC, that is, upon
7. Manner of election or appointment and the term of
issuance of amended certificate of
office of all officers other than directors or trustees;
incorporation
8. Penalties for violation of the by-laws;
2. From the date of filing with SEC, if not acted
9. In case of stock corporations, the manner of issuing
upon within 6 months from the date of
certificates;
filing, for a cause not attributable to the
10. Such other matters as may be necessary for the
corporation
proper or convenient transaction of its corporate
Can you convert a stock corporation to a non-stock and vice business and affairs;
versa?
PROCEDURES IN ADOPTING BY-LAWS
A stock corporation may be converted into a non-
The by-laws may be adopted before or after
stock corporation by mere amendment provided; all the
incorporation. In all cases, the by-laws shall be effective only
requirements are complied with. Its rights and liabilities will
upon the issuance by the SEC of a certification that the by-
remain.
laws are not inconsistent with the AOI.
However, a non-stock corporation cannot be
BINDING EFFECTS OF BY-LAWS
converted into a stock corporation through mere amendment
of its AOI. A non-stock corporation must be dissolved first. The following are the binding effects of by-laws:

ADOPTION OF BY-LAWS 1. As to members/stockholders, officers, trustees /

directors and corporation – They are bound by and
By-laws are rules and regulations or private laws enacted by
must comply them. They are presumed to know the
the corporation to regulate, govern and control its own
provisions of the bylaws.
actions, affairs and concerns and of its stockholders or
2. As to third persons – 3rd persons are not bpund
members and directors and officers in relation thereto and
unless they have knowledge of by laws.
among themselves in their relationship to it.
AMENDMENT OR REVISON
By-laws are relatively permanent and continuing rules of
action adopted by the corporation for its own government 1. Amendment may be made by stockholders together
and that of individuals composing of it and those having the with the Board – by majority vote of directors and
direction, management and control of its affairs and owners of at least a majority of the outstanding
activities. capital stock / members; or
2. By the board only after due delegation by the
The by-laws supplement the AOI. The functions of the by-laws
stockholders owning 2/3 of the outstanding capital
is to define the rights and duties of corporate officers and
stock/ members. Provided, that such power
directors or trustees, and of stockholders or members
delegated to the board shall be considered as
 revoked whenever stockholders owning at least
majority of the outstanding capital stock or If a corporation knowingly permits one of its officers,
members , shall vote at a regular or special meeting. or any other agent, to act within the scope of an apparent
authority, it holds him out to the public possessing the
POWERS OF A CORPORATION authority, it holds him out to the public possessing the power
to do those acts; and thus, the corporation will, as against
1. Express powers – granted by law, the corporation
anyone who has in good faith dealt with it through such
Code, and its Articles of Incorporation or Charter and
agent be estopped from denying the agent’s authority.
administrative regulations
2. Inherent / incidental powers – not expressly stated
POWERS, HOW EXERCISED
but are deemed to be within the capacity of
corporate entities
BY THE SHAREHOLDERS
3. Implied / necessary powers – exist as necessary
consequence of the exercise of the express powers
The shareholders participate in controlling the affairs
of the corporation or the pursuit of its purposes as
of the corporation by exercising their right to vote. They can
provided for in the Charter.
elect the directors who will actually govern the corporation
CORPORATE POWERS WHICH ARE EXERCISED BY THE and they can also vote on important matters that are still
BOD AND STOCKHOLDERS JOINTLY: reserved to them by the Corporation Code.

1. Amendments to by-laws; BY THE BOARD OF DIRECTORS

2. Extending and shortening the corporate term
3. Increase or decrease of capital stock The board of directors is primarily responsible for
4. The sale or other disposition of all or substantially all the governance of the corporation. Their primary duty is to
of the corporate assets; set policies for the accomplishment of the corporate
5. Investments of corporate funds in another objectives. They elect the officers who carry out the policies
corporation or business or for any other purpose; that they have established.
6. Issuance of stock dividends;
7. Entering into management contract; BY THE OFFICERS
8. Amendment to articles of incorporation; After the election of directors, the latter must
9. Merger or consolidation; formally organize by electing the corporate officers. The
10. Grant of compensation to directors; corporate officers are tasked to carry out the policies laid
down by the Board, the AOI and the by-laws
ULTRA VIRES ACTS

An ultra vires act refers to an act outside or beyond Who are corporate officers?
express, implied or incidental corporate powers. The concept
1. President
also includes those acts that may ostensibly be within such
2. Secretary
powers but are, by general or special laws either proscribed
3. Treasurer
or declared illegal.
4. Such other officers as may be provided in the by-
It is committed outside the object for which a laws
corporation is created as defined by the law of its
Corporate Membership
organization and therefore beyond the power conferred upon Citizenship Residency
Officer requirement
it by law. 1.Must be a Need not be Need not a
director at a Filipino Philippine
Unlike illegal acts which contemplate the doing of an the time he Citizen Resident
act that is contrary to law, morals or public policy or public, assumes
and are void, and ultra vires are not illegal but not merely office
within the scope of the articles or incorporation and the by-
laws. They are merely voidable and may become binding and 2.must be
President the
enforceable when ratified by the stockholders.
stockholder
on record of
TYPES OF ULTRA VIRES ACT
at least 1
1. Acts done beyond the powers of the corporation share of
stock
(through BOD)
2. Ultra vires acts by corporate officers
3. Acts or contracts which are per se illegal as being May or may Must be a Must be a
contrary to law not be a Filipino Philippine
director, Citizen Resident
INSTANCES WHEN THE ACTS OF THE OFFICERS BIND THE Secretary
unless
CORPORATION required by
the by-laws
1. If it is provided in the by-laws; May or may Need not be Must be a
2. If authorized by the board; Treasurer not be a a Filipino Philippine
3. Under the doctrine of apparent authority Director Citizen Resident
4. When the act was ratified Such other Qualifications may be provided in the by-laws
officers as
may be
DOCTRINE OF APPARENT AUTHORITY
provided in 2. He must not have been convicted by final judgment
the by-laws of an offense punishable by imprisonment for period
exceeding 6 years or a violation of the Corporation
Code, committed within 5yeras prior to the date of
LIMITATIONS ON THE HOLDING OF A CORPORATE OFFICER’S
his election;
POSITION
3. He must be of legal age;
Any two or more positions may be held concurrently by the 4. Other qualification as may be prescribed in special
same person, except that no one shall act as a president and laws or regulations or in the by-laws of the
secretary or president and treasurer at the same time corporation

A director cannot be elected without owning any stock in the

corporation
TRUST FUND DOCTRINE
A person who does not own a stock at the time of his election
The subscribed capital stock of the corporation is a trust fund or appointment does not disqualify him as director if he
for the payment of debts of the corporation which the becomes a shareholder before assuming the duties of his
creditors have the right to look up to satisfy their credits, and office.
which the corporation may not dissipate. The creditors may
sue the stockholders directly for the latter’s unpaid GROUNDS FOR DISQUALIFICATION OF A DIRECTOR
subscription.
1. Conviction by final judgment of an offense
EXCEPTIONS: punishable by imprisonment exceeding 6years;
2. Violation of the Corporation Code committed within
The Code allows distribution of corporate capital 5years prior to his election.
only in these instances:

1. Amendment of the AOI to reduce authorized ELECTIONS

capital stock;
2. Purchase of redeemable shares by the Requirements for the election of directors in a stock
corporation regardless of existence of corporation
unrestricted retained earnings;
1. Stockholders, representing a majority of the
3. Dissolution and eventual liquidation of the
outstanding capital stock of the corporation must be
corporation
present, either in person or by a representative
TENURE, QUALIFICATIONS AND DISQUALIFICATION authorized to act by written proxy;
2. The election must be by ballot, if requested by any
Term of office of BOD/BOT voting stockholder or member;
3. The total number of votes cast by him must not
General Rule: The regular director shall hold office for 1year. exceed the number of shares owned by him as
shown in the books of the corporation multiplied by
Exception: if no election is held, the directors and officers will
the whole number of directors to be elected;
continue to occupy position even after the lapse of 1year
4. No delinquent stock shall vote or be voted for
under a hold-over capacity until their successors are elected
and qualified QUORUM
TERM- it is the time during which the officer may claim to -is required in both stock and non-stock corporation
hold the office as a matter of right, and fixes the interval after
which the several incumbents shall succeed one another. The Unless otherwise provided for in the by-laws, a quorum
term of office is not affected by the holdover. It is fixed by shall consist of the stockholders representing a majority
statute and does not change simply because the office may of the outstanding capital stock entitled to vote or a
have become vacant, nor because the incumbent holds over majority of the members in the case of non-stock
in office beyond the end of the term due to the fact that a corporation
successor has not been elected.
REMOVAL
TENURE – represents the term during which the incumbent
actually holds office. The tenure may be shorter (or, in case of Power to remove directors or trustees
holdover, longer) than term for reasons within or beyond the
The power to remove belongs to the stockholders
power of the incumbent.
exclusively
HOLDOVER PERIOD – the time from the lapse of one year
General Rule: Removal may be with or without cause
from a member’s election to the Board and until his
successor’s election and qualification. It is not part of the Exception: if the director was elected by the minority,
director’s original term of office, nor is it a new term; the there must be cause for removal because the minority
holdover period, however, constitutes part of his tenure may not be deprived of the right to representation to
which they may be entitled.

Requisites for removal of directors or trustees

COMMON QUALIFICATIONS OF A DIRECTOR AND TRUSTEE

1. Majority of the directors /trustee must be residents

of the Philippines;
 1. It must take place either at a regular meeting or MEETING OF STOCKHOLDERS OR MEMBERS
special meeting of the stockholders or members
called for the purpose; REGULAR MEETING SPECIAL MEETING
2. Previous notice to the stockholders or members of WHEN: Annually on a date WHEN: at any time deemed
fixed in the by-laws necessary or as may be
the intention to remove a director;
provided in the bylaws
3. A vote of the stockholders representing 2/3 of NOTICE REQUIREMENT:
outstanding capital stock or 2/3 of members.
Written notice shall be sent to all stockholders or members of
record at least 2weeks prior to the meeting, unless a different
period is required by law
FILLING OF VACANCIES
VENUE: In the city or municipality where the principal office
Ways of filling up the vacancies in the board of the corporation is located, and if practicable in the
principal office of the corporation
1. Vacancies to be filled up by stockholders or
members
a. Expiration of term; The following are three proprietary rights stockholders:
b. Removal
1. Right to Dividend
c. Grounds other than removal of expiration of
2. Right to First Refusal
term, where the remaining directors do not
3. Pre-emptive Right
constitute a quorum for the purpose of filling
the vacancy Rights of the stockholder:
d. If the vacancy may be filled by the remaining
directors or trustees but the board Refers the 1. Right to Dividends
matters or stockholders or members ;or 2. Appraisal Right
e. Increase in the number of directors results to 3. Right to Inspect
vacancy 4. Pre-emptive Right
2. Vacancies filled up by members of the board- If still 5. Right to Vote
constituting a quorum, at least a majority of the 6. Right of first refusal
members are empowered to fill any vacancy
occurring in the board other than by removal by the INDIVIDUAL SUIT
stockholders or members or by expiration of term.
When the injury is suffered directly by an individual
MEETINGS shareholder as to affect his proprietary rights, as
when his right to vote is unlawfully withheld or his
REGULAR OR SPECIAL right to inspect corporate books arbitrarily denied,
Meetings or BOD / BOT an action may be brought by the injured stockholder
in his own name and for his own benefit against the
Regular Special corporation
WHEN: The date fixed in the WHEN: At any time
by-laws; or deemed necessary or Authorization from the board of directors is not
as may be provided necessary. Since the wrong is done to him personally
If there is no date in the by- in the by-laws
and not to the other stockholder or the corporation,
laws-shall be held monthly
the cause of action belongs to him alone.
NOTICE REQUIREMENT:
A. State the date, time and place of the
meeting; REPRESENTATIVE SUIT
B. Be sent to every director or trustee A representative suit is one filed by the stockholder
i. Within the period provided in the by- individually, or on behalf of a class or shareholders
laws to which he or she belongs, for injury to his or her
j. In the absence of provision in the by-
interest as a shareholder
laws, at least 1 day prior to the
scheduled meeting
It is proper where the wrong is done to a group of
A director or trustee may waive this requirement stockholders, as where preferred stockholders’
either expressly or impliedly rights are violated, a class or representative suit will
proper for the protection of all stockholders
belonging to the same group

DERIVATIVE SUIT
VENUE:
A. Venue fixed by the by-laws; or Stockholder’s right to institute a derivative suit is not
If venue is not provided by the by-laws, anywhere in based on any express provision of the Corporation
or outside of the Philippines Code, or even the Securities Regulation Code, but is
impliedly recognized when the said laws make
corporate directors or officers liable for damages
suffered by the corporation and its stockholders for
violation of their fiduciary duties.