06 Bylaws Flashcards
What are the requirements for the adoption of bylaws?
APPROVAL REQUIREMENTS = Majority SH-OCS / majority of M
FORMAL REQUIREMENTS = signed by the SHs or Ms voting for them
STORAGE = shall be kept in the principal office and subject to right of inspection by SHs or Ms during office hours
REGULATORY = Submit duly certified copy to SEC. Copy must be signed by majority of BOD/T and countersigned by the Corp. Sec. It shall be attached to the AOI
NOTE: Bylaws may also be submitted prior to incorporation. In this case, it needs approval of ALL INCORPORATORS and submitted to the SEC together with the AOI.
SEC. 45. Adoption of Bylaws. – For the adoption of bylaws by the corporation, the affirmative vote of the stockholders representing at least a majority of the outstanding capital stock, or of at least a majority of the members in case of nonstock corporations, shall be necessary. The bylaws shall be signed by the stockholders or members voting for them and shall be kept in the principal office of the corporation, subject to the inspection of the stockholders or members during office hours. A copy thereof, duly certified by a majority of the directors or trustees and countersigned by the secretary of the corporation, shall be filed with the Commission and attached to the original articles of incorporation.
Notwithstanding the provisions of the preceding paragraph, bylaws may be adopted and filed prior to incorporation; in such case, such bylaws shall be approved and signed by all the incorporators and submitted to the Commission, together with the articles of incorporation.
What are the requirements for the adoption of bylaws?
APPROVAL REQUIREMENTS = Majority SH-OCS / majority of M
FORMAL REQUIREMENTS = signed by the SHs or Ms voting for them
STORAGE = shall be kept in the principal office and subject to right of inspection by SHs or Ms during office hours
REGULATORY = Submit duly certified copy to SEC. Copy must be signed by majority of BOD/T and countersigned by the Corp. Sec. It shall be attached to the AOI
NOTE: Bylaws may also be submitted prior to incorporation. In this case, it needs approval of ALL INCORPORATORS and submitted to the SEC together with the AOI.
SEC. 45. Adoption of Bylaws. – For the adoption of bylaws by the corporation, the affirmative vote of the stockholders representing at least a majority of the outstanding capital stock, or of at least a majority of the members in case of nonstock corporations, shall be necessary. The bylaws shall be signed by the stockholders or members voting for them and shall be kept in the principal office of the corporation, subject to the inspection of the stockholders or members during office hours. A copy thereof, duly certified by a majority of the directors or trustees and countersigned by the secretary of the corporation, shall be filed with the Commission and attached to the original articles of incorporation.
Notwithstanding the provisions of the preceding paragraph, bylaws may be adopted and filed prior to incorporation; in such case, such bylaws shall be approved and signed by all the incorporators and submitted to the Commission, together with the articles of incorporation.
When shall bylaws be effective?
Sec. 45. […] In all cases, bylaws shall be effective only upon the issuance by the Commission of a certification that the bylaws are in accordance with this Code.
What is the special rule regarding banks, banking institutions, insurance companies, other financial companies regarding bylaws?
Their bylaws must be accompanied by a certification by the appropriate gov’t agency to the effect their bylaws or its amendments are compliant with the law.
Sec. 45. […] The Commission shall not accept for filing the bylaws or any amendment thereto of any bank, banking institution, building and loan association, trust company, insurance company, public utility, educational institution, or other special corporations governed by special laws, unless accompanied by a certificate of the appropriate government agency to the effect that such bylaws or amendments are in accordance with law.
What shall be the contents of the bylaws?
SEC. 46. Contents of Bylaws. – A private corporation may provide the following in its bylaws:
(a) The time, place and manner of calling and conducting regular or special meetings of the directors or trustees;
(b) The time and manner of calling and conducting regular or special meetings and mode of notifying the stockholders or members thereof;
(c) The required quorum in meetings of stockholders or members and the manner of voting therein;
(d) The modes by which a stockholder, member, director, or trustee may attend meetings and cast their votes;
(e) The form for proxies of stockholders and members and the manner of voting them;
(f) The directors’ or trustees’ qualifications, duties and responsibilities, the guidelines for setting the compensation of directors or trustees and officers, and the maximum number of other board representations that an independent director or trustee may have which shall, in no case, be more than the number prescribed by the Commission;
(g) The time for holding the annual election of directors or trustees and the mode or manner of giving notice thereof;
(h) The manner of election or appointment and the term of office of all officers other than directors or trustees;
(i) The penalties for violation of the bylaws;
(j) In the case of stock corporations, the manner of issuing stock certificates; and
(k) Such other matters as may be necessary for the proper or convenient transaction of its corporate affairs for the promotion of good governance and anti-graft and corruption measures.
An arbitration agreement may be provided in the bylaws pursuant to Section 181 of this Code.
