Title 6 Flashcards
When are regular meetings by stockholders held?
Annually on the date fixed in the bylaws
On any date after April 15 of every year
Written notice of regular stockholder meetings must sent how many days prior to the meeting?
At least 21 days
or as provided by bylaws
When are special stockholder meeting held?
Any time deemed necessary
or as provided in the bylaws
Written notice of special stockholder meetings must sent how many days prior to the meeting?
At least 1 week prior
or as provided by bylaws
Can notice of any meeting be waived by any stockholder or member?
Yes
True or False: General waivers of notice in the AOI is allowed as a waiver from any notice of any meeting.
False
True or False: Attendance at a meeting constitutes a waiver of notice of such meeting.
It depends.
GR: Yes
XPTN: When it is for the purpose of objecting to the transaction because the meeting is unlawful
Who presides a meeting called by Commission as petitioned by a stockholder?
The petitioning stockholder until at least majority of the stockholders have chosen among themselves sa presiding officer
When shall the STB be closed prior to regular and special meetings?
Regular - 20 days
Special - 7 days
In case of postponement, how many days prior to the date of the meeting should the written notice thereof be sent?
2 weeks
Can a stockholder exercise his right to vote in a meeting through a proxy?
Yes
Where should regular or special meetings of stockholders be held?
Principal office
or
in the city where the principal office is located
True or False: All proceedings and any business transacted at a meeting of the stockholders or members, if within the powers or authority of the corporation shall be valid even if the meeting is improperly called or held.
True
The presence of quorum in stock corporations is ascertained and counted on the basis of?
OCS
Are treasury shares counted as basis of quorum?
No
The presence of quorum in nonstock corporations is ascertained and counted on the basis of?
Living members with voting rights
Are founder’s shares counted as basis of quorum?
Yes
This is evidence that at first glance seems to be sufficient to prove a fact.
Prima facie evidence
These are oral or written agreements made before or during a written contract that are inadmissible to alter or contradict its terms.
Parol evidence
What should a stockholder who wants to participate in a meeting through remote communication do prior to the meeting?
Notify the presiding officer and corporate secretary
Can corporations vested with public interest allow voting in absentia through remote communication in elections be allowed even without a provision in the bylaws allowing such mode of participation?
Yes
How should the corporate secretary send out the notices of meetings?
In the manner stated in the bylaws
When are regular meetings of the BOD held?
Monthly
unless bylaws provide otherwise
When are special meetings of the BOD held?
At any time
unless bylaws provide otherwise
Where are meetings of the BOD held?
anywhere within or without the Philippines
Notice of regular or special meetings of BOD must be sent how many days prior to the scheduled meeting?
2 days
Can directors or trustees vote through proxy in meetings?
No
What does majority in a quorum mean?
50% + 1
What is exception tot he 50% + 1 majority in determining a quorum?
If the bylaws provide for a different kind of majority
Who shall preside at meetings?
Chairman
if wala, president
unless bylaws provide otherwise
Who does the roll call in a meeting?
Corporate secretary
Do administrators, executors, and other legal representatives duly appointed need written proxies to attend and vote in meetings in behalf of stockholders?
They don’t need
Is there a transfer of ownership in a case a stockholder grants security interest in his or her shares in stock corporations?
None
How is voting in case of joint ownership of stock done?
consent of all owners are necessary
they may have a proxy
any of them may vote
Is having proxies pursuant to the statute of frauds?
Yes since it must be in writing to be enforceable
How long is the validity of a proxy?
5 years at a time
Read VTA vs Proxy
375
When may a VTA exceed 5 years?
If for the payment of a loan
VTA is deemed irrevocable. What is the exception?
When the VTA is violated
Can a trustee in hold of a VTA become a director?
No he is not the actual owner of the shares he represent
