Question

Commercial

On March 5, 2024, Dalisay Mercado subscribed to 2,000 shares of Katipunan Commercial Bank, Inc. (KCBI) at PHP 1,000 par value per share. She made an initial payment of PHP 800,000.00, covering 800 shares in full, and undertook to pay for the remaining 1,200 shares in three equal installments due on June 5, September 5, and December 5, 2024. Dalisay failed to pay all three installments. On January 10, 2025, the Board of Directors of KCBI declared Dalisay's 1,200 unpaid shares delinquent. At the annual stockholders' meeting held on March 15, 2025, KCBI prohibited Dalisay from voting any of her 2,000 shares on the ground that she had a delinquency on her subscription account. Dalisay protested, arguing that she should at least be allowed to vote on her 800 fully paid shares since her delinquency pertained only to the 1,200 unpaid shares. Is KCBI correct in prohibiting Dalisay from voting all 2,000 shares? Decide with reason(s).

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