Title 5 Flashcards
Who shall sign the bylaws?
The shareholders who voted of them
Who shall certify the bylaws?
majority of BOD
Who shall countersign the bylaws?
Corporate secretary
Can bylaws be filed before incorporation?
Yes
Pre-incorporation filing of bylaws requires the sign of all the?
Incorporators
When are bylaws deemed effective?
Upon issuance by the Commission of a. certification that the bylaws are in accordance with this Code
Are third person bound by by-laws?
No
Can third persons be bound by the bylaws?
Yes when they have knowledge of its provisions
True or False: The bylaws are necessary to the existence of a corporation.
False
True or False: The corporation automatically dissolves due to the failure of incorporators to file bylaws.
False
True or False: Bylaws are indispensable to corporations.
True
What are the requirements of pre-incorporation filling of bylaws?
- signed by all incorporators
- filed with SEC with AOI
What are the requirements of post-incorporation filling of bylaws?
- Vote of majority of the OCS
- Signed by shareholders voting for them
True or False: An arbitration agreement may be provided in the bylaws.
True
May the BOD delegate the power to amend the bylaws?
Yess
When is delegation to amend bylaws be deemed revoked?
When so voted for by majority of the shareholders
When are amendments in the bylaws deemed effective?
Upon issuance of certification by the SEC that the same is in accordance with this code
If no approval by the SEC of the amendments in the bylaws for a period of how many months, provided that the reason for such inaction is not attributable to the corporation.
6 months
