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 corporation (SEC. 47, Revised Corporation Code of the Philippines). This delegation is typically implemented to allow the board more flexibility in managing the internal rules of the corporation. However, any such delegated power is considered automatically revoked whenever stockholders owning or representing a majority of the outstanding capital stock or a majority of the members vote to revoke the authority at a regular or special meeting. The corporation must file the resolution delegating or revoking this power with the SEC, duly certified under oath.
02 November 2025
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