Bylaws + Meetings Flashcards
True or False: The non-submission of bylaws result in the automatic dissolution of thecorporation
False (There is notice)
True or False: Bylaws are always binding to third parties
False
True or False: Bylaws are binding among Shareholders and Members
True
Are the set of rules and regulations adopted by the corporation for its internal government, regulate conduct and prescribe
rights of its members in reference to the management of its affairs
Bylaws
When do bylaws become effective?
Upon issuance of the SEC of a certification that the Bylaws are in accordance with the RCCP
What are the three requisites for the Bylwas to be amended or revised?
- Approval of majority of the BOD/BOT
- Majority of the owners of the OCS or members
- Regular/Special meeting duly called for that purpose
True or False: Generally, there is no compensation for BOD and BOT
True (only reasonable per diems unless allowed by the Bylaws)
What is the limit on the total compensation allowable in the Bylaws?
Total annual compensation of directors must not exceed 10% of the net income before tax of the corporation during the preceding year.
True or False: Directors can vote on their own compensation
False
True or False: A director that is also an officer cannot earn his/her salary as an officer
False (not subject to any limit too)
What is the required vote of the shareholders for the directors to have compensation?
Majority of OCS
What are the requisites of a valid shareholders’ meeting?
- The meeting must be held on the date
fixed in the by-laws or in accordance with
law; - Prior notice must be given to the
stockholders or members; - It must be held at the proper place; and
- It must be called by the proper person
The required days for a notice to be sent prior to a regular Shareholder meeting if there is no fixed date on the Bylaws
21 days prior to the meeting
The required days for a notice to be sent prior to a special Shareholder meeting
7 days prior to the special meeting
True or False: A stockholder meetin can be held anywhere
False
Where can a Stockholder meeting be held?
a. Principal Office
b. If impracticable, city or municipality that the principal office is located
Who presides the BOD meeting?
a. Chairman of the Board
b. President (if the Chairman is absent)
What is the minimum number of times a regular meeting must be held?
At least annually
True or False: Voting via absentia is allowed for BODs on a BOD meeting
False
True or False: Remote Participation/Communication via absentia on Stockholders’ meetings is automatically allowed
False (must be stated in the Bylaws)
