Bylaws Flashcards
What are the required votes for the 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 is required.
How are the bylaws applied to the Securities and Exchange Commission?
A copy of the bylaw, duly certified by a majority of the directors or trustees, and countersigned by the secretary of the corporation, shall be filed with the Securities and Exchange Commission and attached to the original articles of incorporation.
Can bylaws be adopted and filed prior to the incorporation? How is it done?
Bylaws may be adopted and filed prior to the corporation. In such a case, such bylaws shall be approved and signed by the incoporators and submitted to the Securities and Exchange Commission, together with the articles of incorporation.
When does the bylaws deemed effective?
Bylaws shall be effective only upon the issuance by the Securities and Exchange Commission of a certification that the bylaws are in accordance with the Revised Corporation Code.
Enumerate the contents of a bylaw.
(a) Time, place, and manner of calling meetings of the directors or trustees
(b) Time, place, and manner of calling meetings and modes of notifying stockholders or members
(c) Required quorum in meetings of stockholders and members and manner of voting therein
(d) Modes by which a stockholder, member, director, or trustee may attend meetings and cast their votes
(e) Form for proxies of stockholders and members and the manner of voting them
(f) Director’s or trustee’s qualifications, duties and responsibilities, their compensation
(g) Time for holding the annual election of directors and trustees
(h) Manner of election or appointment and the term of office of all officers other than the directors or trustees
(i) Penalties for violation of bylaws
(j) Manner of issuing stock certificates
(k) Other matters necessary for the proper or convenient transaction of its corporate affairs
What are the vote requirements for the bylaws to be amended or repealed?
A majority of the board of trustees, and the owners of at least a majority of the outstanding capital stock, or at least a majority of the members of a non-stock corporation, may amend, repeal, or adopt the bylaws.
Can the power to amend, repeal, or adopt bylaws be delegated? If so, what is the vote requirement?
Stockholders representing at least 2/3 of the outstanding capital stock, or 2/3 of the members in a non-stock corporation may delegate the power to amend, repeal, or adopt bylaws to the board of directors or trustees.
This delegation may also be revoked if the majority of the stockholders of the outstanding capital stock or majority of the members vote so.
Whenever the bylaws are amended or new bylaws are adopted, what is the next step for the corporation?
The corporation shall file with the Securities and Exchange Commission such amended or new bylaws, and if applicable, the stockholders’ or members’ resolution authorizing the delegation of the power to amend and/or adopt new bylaws, duly certified under oath by the corporate secretary, and a majority of the directors or trustees.
When does the amended or new bylaw be deemed effective?
The amended or new bylaws shall only be deemed effective upon the issuance by the Commission of a certification that the same is in accordance with the Revised Corporation Code.
Who may be bound to the bylaws?
(a) Directors, trustees, and officers
(b) Employees who do have knowledge
(c) Third parties who have knowledge, and is affected by the bylaws
