Sec 48 to 58 Flashcards
What are the kinds of meetings?
Regular or special
Requirements for stockholders or members meetings
- It must be held at a proper place
- It must be held at the stated date and at the appointment time
- It must be called by the proper person
- The person or persons designated in the by-laws have the authority to call stockholder’s or members meeting
- In the absence of such provision, may be called by a director or trustee or an officer entrusted with management of corporation
- A petitioning stockholder or member may make the call on order of the SEC whenever for any cause, there is no authorized person to call a meeting or the person authorized unjustly refuses to call the meeting
- There must be a previous notice
- There must be a quorum
Regular meetings of stockholders or members shall be held annually on a date fixed on the bylaws, or if not so fixed,
on any date later than April 15 of every year as determined by the BOD or trustees
The written notice of regular meetings shall be sent to all stockholders or members of record at least __________ prior to the meeting
21 days, unless a different period is required in the bylaws, or regulation
Unless the bylaws provide for a longer period, the stock and transfer book shall be closed at least _________ for regular meetings and ___________ for special meetings before the scheduled date of the meeting
20 days; 7 days
In case of postponement of stockholders or members regular meetings, written notice thereof and the reason therefor shall be sent to all stockholders or members of record at least __________ prior to the date of the meeting
2 weeks, unless a different period is required under the bylaws, law or regulation
Right to vote of stockholders or members may be exercised in person, or through a _______, or when so authorized by the bylaws, through
proxy; remote communication or in absentia
Where should the meetings be held?
In the principal office of the corporation as set forth in the articles of incorporation, or if not practicable, in the city of municipality where the principal office of the corporation is located
(T or F) Any city or municipality in Metro Manila, Metro Cebu and Metro Davao and other Metropolitan areas shall, for the purposes of the stockholders or members meeting, be considered a city or municipality
True
Special meetings of stockholders or members shall be held
at any time deemed necessary or as provided in the bylaws
The written notice of special meetings shall be sent to all stockholders or members of record at least __________ prior to the meeting
at least one week written notice shall be sent, unless a different period is provided in the bylaws, law or regulation
What is the quorum for stockholders or members meetings?
It is the majority of the outstanding voting stocks, and actual, living members with voting rights for non-stock
Quorum for regular or special meeting of BOD/T
Majority of directors or trustees as stated in the AOI, except when bylaws provide for a greater majority
Every decision reached by at least a majority of the directors or trustees constituting a quorum shall be valid as a corporate act, except
when the election of officers shall require the vote of a majority of all of the members of the board
When is the regular meeting for directors or trustees
Monthly, unless the bylaws provide otherwise
When is the special meeting for directors or trustees
Any time upon the call of the president or as provided in the bylaws
Where is the place for regular or special meeting of directors or trustees
Anywhere in or outside the Philippines, unless the bylaws provide otherwise
Notice for regular or special meeting of directors or trustees
at least 2 days prior to the scheduled date of the meeting
Who shall preside at the meetings?
The chairman or in his absence, the president shall preside at all meetings of the directors or trustees as well as of the stockholders or members
The chairman or in his absence, the president shall preside at all meetings of the directors or trustees as well as of the stockholders or members, except
unless the bylaws provide otherwise
In case of shares of stock owned jointly by two or more persons, in order to vote the same, the consent of all the co-owners shall be necessary except when
- There is a written proxy, signed by all owners, authorizing one or some of them to vote such shares
- The shares are owned in an “and/or” capacity by the holders thereof, any one of the joint owners can vote said shares or appoint a proxy thereof
(True or False) Treasury shares shall have voting rights
False, they have no voting rights as long as such shares remain in the treasury
No proxy shall be valid and effective for a period longer than
five years at any one time
Requirements for a valid proxy
- It shall be in writing in any form authorized in the bylaws
- It shall be signed by the stockholder or member
- It shall be filed before the scheduled meeting with the corporate secretary
- Unless otherwise provided in the proxy, it shall be valid only for the meeting which it is intended
- No proxy shall be valid and effective for a period longer than 5 years at any one time
One or more stockholders of a stock corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote and other rights pertaining to the share for a period
not exceeding five years
Voting trust can exceed five years if it is
for a condition in a loan agreement, provided that it will automatically expire upon the full payment of the loan
