Philippine Legal Advice

Under what conditions can stockholders delegate the power to amend bylaws to the board?

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Under what conditions can stockholders delegate the power to amend bylaws to the board? The power to amend or repeal bylaws, or adopt new ones, may be delegated to the board of directors or trustees by the owners of two-thirds (2/3) of the outstanding capital stock or two-thirds (2/3) of the members in a nonstock […]

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What are the default timing and notice requirements for regular meetings of stockholders or members?

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What are the default timing and notice requirements for regular meetings of stockholders or members? Regular meetings of stockholders or members shall be held annually on a date fixed in the bylaws; if not fixed, they shall be held on any date after April 15 of every year as determined by the board of directors

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Name two reports or statements that the board of directors must endeavor to present at each regular meeting.

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Name two reports or statements that the board of directors must endeavor to present at each regular meeting. At each regular meeting, the board must endeavor to present a detailed, descriptive, balanced, and comprehensible assessment of the corporation’s performance, including information on any material change in business or strategy (SEC. 49, Revised Corporation Code of

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What is the rule concerning the waiver of notice for stockholder or member meetings?

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What is the rule concerning the waiver of notice for stockholder or member meetings? Notice of any meeting may be waived by any stockholder or member, either expressly or impliedly, such as by attending the meeting without immediately objecting (SEC. 49, Revised Corporation Code of the Philippines). However, the Code explicitly states that general waivers

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What is the default closing period for the stock and transfer book before regular and special meetings?

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What is the default closing period for the stock and transfer book before regular and special meetings? Unless the bylaws provide for a longer period, the stock and transfer book must be closed at least twenty (20) days for regular meetings before the scheduled date of the meeting (SEC. 49, Revised Corporation Code of the

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Where must stockholders’ or members’ meetings be held?

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Where must stockholders’ or members’ meetings be held? Stockholders’ or members’ meetings, whether regular or special, must generally be held in the principal office of the corporation as designated in the articles of incorporation (SEC. 50, Revised Corporation Code of the Philippines). If holding the meeting there is not practicable due to space or other

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What condition allows the proceedings of an improperly held or called meeting to remain valid?

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What condition allows the proceedings of an improperly held or called meeting to remain valid? All proceedings and business transacted at a meeting of the stockholders or members, if within the corporation’s powers, shall be deemed valid even if the meeting was improperly held or called (SEC. 50, Revised Corporation Code of the Philippines). This

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What percentage of stock or membership constitutes a quorum for stockholders’ meetings?

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What percentage of stock or membership constitutes a quorum for stockholders’ meetings? Unless otherwise provided in the Code or in the bylaws, a quorum for stockholders’ meetings consists of the stockholders representing a majority of the outstanding capital stock (SEC. 51, Revised Corporation Code of the Philippines). For nonstock corporations, the quorum consists of a

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What majority vote is required for the board of directors to transact corporate business, and what is the exception?

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What majority vote is required for the board of directors to transact corporate business, and what is the exception? To transact corporate business, a quorum must first be established, which generally consists of a majority of the directors or trustees as stated in the articles of incorporation (SEC. 52, Revised Corporation Code of the Philippines).

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May directors or trustees attend and vote at board meetings via proxy or remote communication?

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May directors or trustees attend and vote at board meetings via proxy or remote communication? Directors or trustees cannot attend or vote by proxy at board meetings, as their personal deliberation and judgment are deemed essential to the board’s function (SEC. 52, Revised Corporation Code of the Philippines). However, directors or trustees who are unable

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