Sec 45 to 47

Question 1

signifies the rules and regulations or private laws enacted by the corporation to regulate, govern, and control its own actions, affairs, and concerns, and its stockholders and members and directors and officers with relation thereto among themselves in their relation to it

Answer 1

By-laws

Question 2

The adoption and filing of by-laws is a

Answer 2

condition subsequent

Question 3

It is the generally accepted rule that third persons are not bound by by-laws, except when

Answer 3

they have the knowledge of the provisions either actually or constructively

Question 4

Bylaws shall only be effective upon the issuance by the

Answer 4

commission of certification that the bylaws are in accordance with this code

Question 5

What should be done when by-laws are adopted pre-incorporation

Answer 5

The by-laws must be signed and approved by all the incorporators and filed with the SEC together with the AOI

Question 6

What should be done when by-laws are adopted post-incorporation

Answer 6

The affirmative vote of the majority of the OCS are needed, or majority of the members. The by-laws shall be signed by the stockholders or members voting for them

Question 7

Requisites to the amendment of by-laws, the general rule is

Answer 7

Majority of the BOD, and majority of the OCS or members, in a meeting duly called for the purpose

Question 8

Requisites to the amendment of by-laws, the exception is

Answer 8

The owners of 2/3 OCS or 2/3 of members may delegate to the BOD or trustees the power to amend or repeal any by-laws or adopt new by-laws

Question 9

Binding effects of the By-Laws As to Directors, Officers, Trustees and Stockholders or members

Answer 9

They are bound to comply because they are presumed to know the provisions of the by-laws