What details must be included in the notice accompanying a stockholders’ meeting when the meeting is for the election of directors? Each notice of a stockholders’ meeting must be accompanied by several documents, including the agenda and a proxy form (SEC. 50, Revised Corporation Code of the Philippines). Specifically, when the meeting is scheduled for […]
What must the minutes of the most recent regular meeting contain regarding voting procedures and results? The minutes of the most recent regular meeting must be presented at the subsequent regular meeting, and they must include specific details regarding the voting process (SEC. 49, Revised Corporation Code of the Philippines). This record must contain a
How are actions and decisions of a One Person Corporation recorded in the absence of corporate meetings? A One Person Corporation (OPC) is not required to submit and file corporate bylaws, which streamlines its organization (SEC. 119, Revised Corporation Code of the Philippines). When action is needed on any matter, it is deemed sufficient to
How may the SEC compel a stockholder or member to call a meeting if the authorized person unjustly refuses? Whenever there is no person authorized to call a meeting, or the authorized person unjustly refuses to call one for any cause, the SEC may intervene (SEC. 129, Revised Corporation Code of the Philippines). Upon a
What restrictions apply to the place of meetings for members of a nonstock corporation? While the bylaws may authorize members of a nonstock corporation to hold their regular or special meetings at any place, even outside the principal office of the corporation, a specific geographic restriction remains (SEC. 92, Revised Corporation Code of the Philippines).
What restrictions apply to the place of meetings for members of a nonstock corporation? Read More »
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
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
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
What is the rule concerning the waiver of notice for stockholder or member meetings? Read More »
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
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
Where must stockholders’ or members’ meetings be held? Read More »
