What action must the Securities and Exchange SEC take if an election is not held as scheduled due to unjustified reasons?
If a scheduled election is not held, the non-holding and the reasons must be reported to the SEC within thirty (30) days, specifying a new election date that is no later than sixty (60) days from the scheduled date (SEC. 25, Revised Corporation Code of the Philippines). If no new date is designated, or if the rescheduled election also fails to occur, the SEC may summarily order that an election be held upon the application of a stockholder, member, director, or trustee. After verifying the unjustified non-holding, the SEC has the power to issue appropriate orders, including directing the issuance of a notice that specifies the time, place, presiding officer, and the record date for determining eligible voters. Significantly, the shares or membership represented at such a mandated meeting and entitled to vote shall constitute a quorum for the purpose of conducting the election under this section, overriding contrary provisions in the articles or bylaws.
02 November 2025
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