Section 48: MEETINGS

Question 1

MEETINGS FOR STOCKHOLDERS OR MEMBERS

Answer 1

Section 48 to 51

Question 2

Section 48: What are kinds of meetings?

Answer 2

REGULAR
- held annually

SPECIAL
- called upon a corporate action
- as long as necessary

Question 3

Section 49: How to notify stockholders and members?

Answer 3

REGULAR
- 21 days prior to the meeting
-any date after April 15 determined by board

*unless another date is provided in the bylaws

SPECIAL
- 1 week prior to the meeting
- any time deemed necessary

notice can be given either personal service or electronic mail

Question 4

Can a stockholder/member waive (REFRAIN) a notice?

Answer 4

Yes, sec 49 provides that notice of any meeting may be waived, expressly or impliedly, by any stockholder or member. Attendance at the meeting is considered a waiver of
notice of such meeting.

Question 5

Who can call for meeting?

Answer 5

Directors or Trustees

Stockholder or member can also call for meeting by petitioning to the SEC by choosing a presiding officer if there is no person authorized or the person authorized refuses

Question 6

The notice of the meeting should be accompanied by what?

Answer 6

(i) A proxy form
(ii) In case APV are allowed by in absentia, the requirements and
procedures to be followed when a stockholder/member elects either
option; and
(iii) When the meeting is for the election of directors/trustees,
the requirements and procedure for nomination and election.

Question 7

Section 50: Where should the meetings be held?

Answer 7

must be at the PRINCIPAL place of business, can be any other place as long as WITHIN the city of principal place of business

even if held in an improper place meeting will not be invalidated if all shareholders are present during the meeting

Question 8

Who can attend the meetings?

Answer 8

all stockholders within Stock and Transfer Book with Stock cerfiticate and deed of transfer and members

delinquent stockholders CANNOT attend nor vote

Question 9

Section 51: What is the quorum for the meeting?

Answer 9

Quorum = majority of the OUTSTANDING capital stock
OR majority of members

Question 10

What should be presented at mom?

Answer 10

(a) A description of the voting and vote tabulation procedures
used in the previous meeting;
(b) That stockholders/members were given the chance to ask
questions and a record of the questions raised and answers given;
(c) The matters discussed and resolutions reached;
(d) A record of the voting results for each agenda item;
( e) Attendance report for the meeting - for directors/trustees,
officers and stockholders/members;
(f) Such other items as may be required by the SEC in the
interest of good corporate governance and for the protection of
minority stockholders.

Question 11

When must the stock and transfer books of a stock corporation be closed at least?

Answer 11

It shall be closed at least 20 days for regular meetings and 7 days for special meetings before the scheduled date of meeting

Question 12

What if the meeting is postponed?

Answer 12

There should be a 2 weeks notice prior to the date of the meeting, unless diff period is required in bylaws.

Question 13

How can stockholders or members exercise their votes?

Answer 13

Either in person, through proxy, or when authorized through remote communication or in absentia

Question 14

What are the requisites for a meeting to be valid?

Answer 14

1. Must be held on proper date
2. there must be previous notice
3. must be called by proper person
4. there must be quorum

Question 15

Regular and Special meetings of directors or trustees

Answer 15

Quorum - majority of BOD/BOT