Title 11: Nonstock Corporation Flashcards
What is a non-stock corporation?
One where no part of its income is distributable as dividends to its members, trustees or officers.
Can a non-stock corporation generate profits?
Yes
What will a non-stock corporation do with its generated profits?
Use it for the furtherance of the purpose or purposes for which the corporation was organized.
If a non-stock corporation earns a profit, does that make it a profit-making corporation?
No
Can the membership of a member of a non-stock corporation be transferred to the heir of a member or to any other person?
GR: No. Membership in a non-stock corporation is personal and non-transferable.
XPTN: Unless the AOI or the bylaws provide otherwise.
May the right to vote of members be limited, broadened, or even denied in the AOI or the bylaws of the corporation?
Yes
Can a non-stock corporation designate their governing boards by any other name as “board of trustees?” If yes, how?
Yes through its AOI or bylaws
Can members of non-stock corporations hold their meetings outside their principal office?
Yes as long as it is within the Philippines.
Can you convert a non-stock corporation to a stock corporation by merely amending its AOI?
No because the conversion would change the corporate nature from non-profit to profit.
Can the courts encroach on the decision-making capability of a non-stock corporation to choose who will become and will remain as members?
No. It is the non-stock corporation’s sole prerogative.
How many votes is entitled to one member?
1
Can a member vote through proxy?
Yes
Can a member vote through remote communication or in absentia?
Yes if the bylaws so provide.
Can dead members still have voting rights?
It depends on the AOI or bylaws.
What is the manner through which a member may be terminated?
The manner/s provided in the AOI or bylaws.
True or False: Termination of membership shall extinguish all rights of a member in the corporation or in its property.
True
Termination of membership shall extinguish all rights of a member in the corporation or in its property. What is the exception?
If the AOI or the bylaws provide otherwise.
What are the requirements for termination of membership?
- Notice to member
- Opportunity to be heard
How many trustees can be fixed?
may or may not be more than 15
How long is the term of a trustee?
not more than 3 years until their successors are elected
Who can be elected as a trustee?
Only the members
Members are the only ones that can be elected as trustees. What is the exception?
Independent trustees of non-stock corporations vested with public interest
True or False: A non-stock corporation has the option to keep a list, at all times, of its members and their proxies.
False. They are required by the Commission.
How many days prior to any scheduled election are the list of members and proxies be updated?
20 days
