Meeting Flashcards
When are regular meetings of stockholders or members held?
Regular meetings of stockholders or members shall be held annually on a date fixed in the bylaws, or if not so fixed, on any date after April 15 of every year as determined by the board of directors or trustees.
When are written notice of regular meetings of stockholders or members be sent?
At least 21 days prior to the meeting, unless a different period is required in the bylaws.
When are special meetings of stockholders or members be held?
Special meetings of stockholders or members shall be held at any time deemed necessary or as provided in the bylaws.
When are written notice of the special meetings of stockholders or members shall be sent?
At least one week before the scheduled special meeting, unless a different period is provided in the bylaws.
Can a notice of any meeting be waived?
Generally, notice of any meeting may be waived, either expressly or impliedly, by any stockholder or member.
Attendance at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting the transaction of any business because the meeting is not lawfully called or convened.
What if the regular meeting of stockholders or members is postponed? When should the written notice be sent?
At least two weeks prior to the date of the meeting, unless a different period is required under the bylaws.
How can a stockholder or member exercise its right to vote in the meeting?
Either
(a) In person
(b) By a representative authorized by written proxy
(c) Remote communication or in absentia if authorized by the bylaws
Where should regular or special meetings of stockholders or members be held?
Generally, regular or special meetings of stockholders or members are held in the corporation’s principal office set forth in its articles of incorporation.
If not practicable, in the city or municipality where the principal office of the corporation is located.
What is the rule if the meeting is improperly held? What happens to the transaction of business in such meeting?
All proceedings and any business transacted at a meeting of the stockholders or members, if within the powers or authority of the corporation, shall be valid even if the meeting is improperly held or called.
Provided that:
(a) All stockholders or members of the corporation are present or duly represented
(b) Not one of them expressly states at the beginning of the meeting that the purpose of their attendance is to object to the transaction of any business because the meeting is not lawfully called or convened.
What is the quorum of meetings by stockholders or members?
A quorum shall consists of the stockholders representing a majority (50%+1) of the outstanding capital stock in case of a stock corporation, or a majority (50%+1) of the members in case of a non-stock corporation.
What is the quorum of meetings by directors or trustees?
A majority of the directors or trustees as stated in the articles of incorporation shall constitute a quorum to transact corporate business.
Can the bylaws provide for a greater majority for stockholders and members, or directors and trustees?
Bylaws may provide for a lesser or greater quorum for stockholders and members, while in the case of directors or trustees, the bylaws may provide for a greater quorum, but not lesser than the majority provided by the Revised Corporation Code.
When are regular meetings of directors or trustees held?
Regular meetings of the board of directors or trustees of every corporation shall be held monthly, unless the bylaws provide otherwise.
When are special meetings of the board of directors or trustees held?
Special meetings of the board of directors or trustees of every corporation may be held at anytime upon the call of the president or as provided in the bylaws.
When are notice of regular or special meetings of director or trustees sent?
At least two days prior to the scheduled meeting, unless a longer time is provided in the bylaws.
