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 validation occurs only if all the stockholders or members of the corporation are present or duly represented at the meeting. Furthermore, not one of them must expressly state at the beginning of the meeting that the purpose of their attendance is to object to the transaction of any business because the meeting was not lawfully called or convened. This requires unanimous consent and participation for the waiver of defects to be effective.
31 October 2025
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