Ten classmates, all graduates of Class ’78 of the Los Banos School of Agriculture and Husbandry, decided to form “Gatas Atbp., Inc.”, the principal purpose of which is to produce, package, and sell carabao’s milk. The Articles of Incorportation provided, among others, that the business of the corporation shall be managed by the stockholders of the corporation rather than by a board of directors and restricts the transfer of shares to outsiders. One of the ten classmates, Mr. Sakit-ulo, disgruntles at the way the affairs of the corporation was being handled, demanded that all the ten stockholders meet to elect directors, citing Section 50 of the Corporation Code. Meanwhile, Sakit-tiyan, sued all the ten classmates- stockholders for damages for violation of the Food, Drugs Cosmetics Act– a cockroach was found in the milk she drank, the package bearing the inscription “produced, packaged and sold by Gatas Atbp., Inc.” (1988 BAR)
a) Can Mr. Sakit-ulo demand that a stockholders meeting be called to elect directors of the corporation?
b) Does Ms. Sakit-tiyan have a cause of action against all the ten classmates-stockholders, albeit no negligence has been proven?