Meetings b.

) A members’ list for nonstock corporations and,

for stock corporations, material information on
Sec. 48: Kinds of Meetings the current SH, and their voting rights;
• Meetings of directors, trustees, stock holders or c.) A detailed, descriptive, balanced and
members may be REGULAR or SPECIAL comprehensible assessment of the corporation’s
performance, which shall include information on
Section 49: Regular and special meetings of any material change in the corporation’s business
stockholders or members strategy, and other affairs;
d.) A financial report for the preceding year, which
shall include financial statements duly signed and
Regular Meetings certified in accordance with this code and the
• Shall be held annually on a date fixed in the by- rules and the commission may prescribe, a
laws statement on the adequacy of the corporation’s
• If not so fixed in the bylaws, on any date after internal controls or risk management systems,
April 15 of every year as determined by the and a statement of all external audit and non-
BOD/T. audit fees;
• Written notice shall be sent to all stockholders e.) An explanation of the dividend policy and the
or members of record of at least 21 days prior fact of payment of dividends or the reasons for
to the meeting, unless a different period is nonpayment thereof;
required in the bylaws, law, or regulation: f.) Director or trustee profiles which shall include,
Provided, further, that written notice may be among others, their qualifications and relevant
sent to all SH/M of record through electronic experience, length of service in the corporation,
mail or such other manner as the commission trainings and continuing education attended, and
shall allow under its guidelines. their board representation in other corporations;
• Items in the agenda are in the RCCP and may g.) A director or trustee attendance report, indicating
include other matters. the attendance of each of the meetings of the
board and its committees and in regular or special
• Unless the bylaws provided for a longer period,
stockholder meetings;
the stock and transfer book or membership book
h.) Appraisals and performance reports for the board
shall be closed at least 20 days before the
and the criteria and procedure for assessment;
scheduled date of the meeting.
i.) A director or trustee compensation report
In case of postponement of SH/M regular meetings, prepared in accordance with this Code and the
written notice thereof and the reason thereof shall rules the Commission may prescribe;
be sent to all SH/M of record at least 2 weeks prior j.) Director disclosures on self-dealings and related
to the date of the meeting, unless a different period party transactions; and/or
is required under the bylaws, law, or regulation. k.) The profiles of directors nominated in seeking
election or reelection
A director, trustee, stockholder, or member may
At each regular meeting of SH/M, the BOD/T
propose any other matter for inclusion in the
shall endeavor to present to SH/M the following:
agenda at may regular meeting or SH/M.
a.) The minutes of the most recent regular meeting
which shall include, among others:
1.) A description of the voting and the vote Special Meetings
tabulation procedures used in the previous
meetings; • Shall be held at any time deemed necessary or
2.) A description of the opportunity given to as provided by by-laws.
SH/M to ask questions and record of the • Written notice shall be sent to all stockholders
questions asked and answers given; or members of record of at least 1 week prior to
3.) The matters discussed and resolutions the meeting, unless a different period is
reached; provided in the bylaws, law, or regulation.
4.) A record of the voting results for each Notes: If there is no person authorized to call for a
agenda item; meeting, the SEC, upon petition of a stockholder or
5.) A list of the directors/trustees, officers, and member on a showing of good cause thereof, may
SH/M who attended the meeting; and issue an order to the petitioning stockholder or
6.) Such other items that the commission may member directing him to call a meeting of the
require in the interest of good corporate corporation by giving proper notice required by this
governance and protection of minority SHs. Code.
 •
A SH/M may propose the holding of a special Sec. 49. Validity of the Meeting
meeting and items to be included in the agenda.
• All proceedings and any business transacted at a
• Unless the bylaws provide for a longer period,
meeting of the stockholders or members, if within the
the stock and transfer book or membership book
powers or authority of the corporation, shall be valid
shall be closed at least 7 days for before the
even if the meeting is improperly held or called:
scheduled date of the meeting.
• The petitioning stockholder or member shall • Provided, that all the stockholders or members of
preside thereat until at least a majority of the the corporation are present or duly represented at the
stockholders or members present have chosen meeting and not one of them expressly states at the
one of their number as presiding officer. beginning of the meeting that the purpose of their
attendance is to object to the transaction of any
business because the meeting is not lawfully called
Applicable to BOTH Regular and Special or convened.
Meetings of SH
Sec. 49. Notice of Meetings Sec. 49. Refusal to call a meeting
• Written Notice • Whenever for any cause, there is no person
- Notice of meetings shall be sent through the authorized or the person authorized unjustly refuses
means of communication provided in the to call a meeting, the Commission, upon petition of a
bylaws, which notice shall state the time, place, stockholder or member on a showing of good cause
and purpose of the meetings. therefor, may issue an order, directing the petitioning
stockholder or member to call a meeting of the
Each notice of meeting shall further be corporation by giving proper notice required by this
accompanied by the following: Code or the bylaws.

1.) The agenda for the meeting; • The petitioning stockholder or member shall
preside thereat until at least a majority of the
2.) A proxy which shall be submitted to the stockholders or members present have chosen from
corporate secretary within a reasonable time prior among themselves, a presiding officer.
to the meeting;
3.) When attendance, participation, and voting are
allowed by remote communication or in absentia, Right to vote during a meeting
the requirements and procedures to be followed • The right to vote of stockholders or members may
when a stockholder or member elects either option; be exercised in person, through remote
and communication or in absentia.
4.) When the meeting is for the election of directors • The Commission shall issue the rules and
or trustees, the requirements and procedure for regulations governing participation and voting
nomination and election. through remote communication or in absentia, taking
• Notice of any meeting may be waived, expressly or into account the company's scale, number of
impliedly, by any stockholder or member: stockholders or members, structure, and other factors
consistent with the protection and promotion of
• Provided, that general waivers of notice in the shareholders' or members' meetings
articles of incorporation or the bylaws shall not be
allowed:
• Provided, further, that attendance at a meeting shall *ADDITIONAL NOTES*
constitute a waiver of notice of such meeting, except Meetings of Stockholders or Members
when the person attends a meeting for the express
purpose of objecting to the transaction of any Stockholders are given the right to participate in the
business because the meeting is not lawfully called corporate affairs by giving them the right to attend
or convened meetings after due notice and the right to vote thereat
in person or through a proxy or trustee
Regular – Held annually on a date fixed in the by-
laws, or if not so fixed, on any date in April of every
year as determined by the BOD or Trustees.
Special – Held at any time deemed necessary or as 5. There must be a quorum
provided by the by-laws.
Section 50: Place and time of meetings of
Meetings of Directors or Trustees
stockholders or members
Regular meeting - Held by the board monthly, unless WHO: Stockholders or members meeting
the by-laws provide otherwise.
WHAT: Whether regular or special
Special meeting – Held by the board at any time upon
WHERE: Principal office of the corporation as set
call of the president or as provided in the by-laws.
forth in the articles of incorporation or; IF NOT
Note: The president shall preside at all meetings of practicable, in the city or municipality where the
directors or trustees and of the stockholders or principal office of the corporation is located:
members, unless otherwise provided in the by-laws.
✓ Provided, that any city of municipality in
Thus, the by-laws may provide that the chairman
Metro Manila, Metro Cebu, Metro Davao,
instead of the President shall preside at board
and other Metropolitan areas shall, for
meetings.
purposes of this section, be considered a city
Necessity of meetings or municipality.

• The corporate powers vested in the board of Note: Directors’ or Trustees’ meetings may be held at
directors or trustees and to stockholders or any place fixed in the by-laws, even beyond the
members are as a BODY and NOT as bounds of the state where the corporation exists.
INDIVIDUALS. Proper person to call meeting
Meeting of Stockholders or Members Call – Exercised by the person who has the power to
• Stockholders/members can act only in meetings call the meeting. It may consist of a direction to the
properly convened and assembled. secretary of the corporation to notify the stockholders
• Written assent of the stockholders/members or members of the meeting
without a meeting to a matter requiring action by Notice – The writing informing the stockholders or
them is not sufficient. members of the meeting
Meeting of Directors or Trustees 1. Person or persons designated in the by-laws have
• The director or trustee can only exercise their authority to call stockholders’ or members meetings
powers as a board, not individually, or 2. In absence of such provision in the by-laws, the
separately. meeting may be called by a director or trustee or by
Note: Any determinants that affects the an officer entrusted with the management of the
corporation shall only arrive after a consultation corporation unless otherwise provided by law.
at a meeting of the board upon notice to all, 3. A stockholder or member may make the call on
intended by at least a quorum of the members. order of the SEC whenever any cause, is no person
Exceptions to the rule authorized to call a meeting.
4. Special meeting for the removal of directors or
• Amendment of AOI
trustees may be called by the secretary of the
• It’s evident that the corporation will be bound
corporation or by a stockholder or members
by the unanimous act or agreement of its SH or
Members. Notice of every meeting required
• Any action of taken by the directors of a
Regular meetings – No notice need to be given other
CLOSE CORPORATION without a meeting
than that contained in the by-laws when the time and
shall nevertheless be deemed valid, unless
place of such meeting are specially designated
otherwise provided in the by-laws.
therein.
Requisites for a valid meeting of stockholder or
Special meetings – Notice must be given.
members
1. Must be held at the proper place • If required by the law, whether regular or
2. Must be held at the stated date and at the special notice must be given.
appointed time or at a reasonable time • Under present law, WRITTEN NOTICE must
thereof be given 2 weeks before a REGULAR meeting
3. Must be called by the proper person and 1 week before a SPECIAL meeting.
4. There must be a previous notice
 • Meetings ordered by SEC; notice is not stock or members
necessary. entitled to vote
3. Removal of • 2/3 of outstanding
Requisites of notice of meetings directors or trustees capital stock or
1. Must be issued by one who has authority to members entitled to
issue it. vote
2. Must be in writing.
4. To call a special • Majority of the
meeting to remove outstanding capital
3. Must state the date, time and place of
directors or trustees stock or members
meeting, unless otherwise provided in the by-
entitled to vote
laws. 5. Ratify a contract of • 2/3 of outstanding
4. Must state the business to be transacted a director/trustee or capital stock or
thereat. officer with the members entitled to
5. Must be send at a certain time before the corporation vote
scheduled meeting as fixed by law, unless a 6. Extend or shorten • Majority vote of the
different period is required by the by-laws corporate term Board of Directors or
6. Notice must comply with any other trustees
requirements prescribed by the law or by the • 2/3 of outstanding
by-laws of the corporation capital stock or
members entitled to
Effect of failure to comply with requisites for vote
meeting 7. To increase or • Majority vote of the
Shall be valid even if the meeting be improperly decrease capital Board of Directors or
held or called provided the two following stock trustees
requisites are present. • 2/3 of outstanding
capital stock or
1. Proceedings had and the business members entitled to
transacted are WITHIN the power or vote
authority of the corporation (not ultra 8. To incur, create or • Majority vote of the
vires) increase bonded Board of Directors or
2. All the stockholders or members of the indebtedness trustees
corporation are present of represented at • 2/3 of outstanding
the meeting capital stock or
members entitled to
SECTION 51: Quorum in meetings vote
Note: Unless otherwise provided in the RCCP or in 9. To sell, lease, • Majority vote of the
exchange, Board of Directors or
the by-laws, for stock corporations, quorum shall
mortgage, pledge or trustees
consist of the stockholders representing a majority of otherwise dispose • 2/3 of outstanding
the outstanding capital stock or a majority of the of all or capital stock or
members in case of non-stock corporations. substantially all of members entitled to
Note: For stock corporations, the quorum is based on the corporate assets vote
the number of outstanding voting stocks, while for 10. To invest corporate • Majority vote of the
non-stock corporations, only those who are actual, funds in another Board of Directors or
corporation or trustees
living members with voting rights
business or for any • 2/3 of outstanding
*a quorum may not be the majority of the OCS if purpose other than capital stock or
there is a different number that is required by the the primary purpose members entitled to
RCCP or by-laws. vote
11. To issue stock • Majority of the
Corporate Acts Minimum Votes dividends quorum of the Board of
Required Directors
1. Amendment of • Majority vote of the • 2/3 of outstanding
articles of Board of Directors or capital stock or
incorporation trustees members entitled to
• Vote or written assent vote
of 2/3 of outstanding Note: Approval of the
capital stock stockholders is not
2. Election of directors • Majority of the required with respect to
or trustees outstanding capital other dividends such as
 cash and bond 19. To dissolve a • Majority vote of the
dividends. corporation Board of Directors or
12. Enter into a • Majority of the Trustees
management quorum of the Board of • 2/3 of outstanding
contract Directors or Trustees capital stock or
members
• Majority of the 20. To adopt a plan of • Majority vote of the
outstanding capital distribution of Board of Directors or
stock or members of assets of a non- Trustees
BOTH the stock corporation • 2/3 of the members
MANAGING a having voting rights
MANAGED Greater voting requirement
corporation.
• A corporation may prescribe a greater voting
In some cases, ... requirement for the approval of any of the
• 2/3 of outstanding above corporate acts in the AIO or by-laws in
capital stock or order to protect the rights of minority
members entitled to stockholders or members.
vote of the MANAGED • If an issue to be resolved requires a majority
corporation for it to be passed and there is a tie, a
13. Adopt by-laws • Majority of the proposition or proposal losses.
outstanding capital
stock or members
14. To amend or repeal • Majority vote of the
by-laws or adopt Board of Directors or SECTION 52: Regular and special meeting of
new by-laws Trustees
directors or trustees
• Majority of the
WHO: Directors or trustees
outstanding capital
stock or members WHAT: Whether regular or special meeting
15. To delegate to the • 2/3 of outstanding
Board of Directors capital stock or WHERE: May be held anywhere in or outside of the
or Trustees the members Philippines unless the laws provide otherwise
power to amend or WHEN: (Regular) Shall be held monthly, unless the
repeal the by-laws by-laws provide otherwise
or adopt new by-
laws (Special) May be held at any time upon the
16. To revoke the • Majority of the call of the president or as provided in the by-laws.
preceding power outstanding capital Note: Although it requires the sending of notice of
delegated to the stock or members every meeting, whether regular or special, notice of
Board of Directors
a regular meeting need not to be given if the AIO or
or Trustees
17. To fix the issued If authorized by the by-laws specify the time of the meeting. A director or
price of no-par AIO: a trustee may waive the requirement of notice of any
value shares • Majority of the meeting, expressly or impliedly.
quorum of the Board of Quorum:
Directors or Trustees
• Majority of the directors or trustees as stated in
In the absence of such the AOI shall constitute a quorum to transact
authority: corporate business
• Majority of the ✓ Except: if the AOI or the bylaws provide for
outstanding capital a greater majority
stock
• Every decision reached by at least a majority of
18. To effect or amend a • Majority vote of the
the directors or trustees constituting a quorum
plan of merger or Board of Directors or
shall be a valid corporate act.
consolidation Trustees
✓ except: election of officers which shall
• 2/3 of outstanding
capital stock or require the vote of a majority of all the
members of the members of the board
CONSTITUENT Quorum is needed to transact corporate business, if
CORPORATION there is no quorum, they can’t do business at that day
wherein they cannot call to order the meeting.
Notice of Meetings SECTION 53: Who shall preside at meetings
• Notice of regular or special meetings stating the Presiding officer at meetings
date, time and place of the meeting must be sent 1. Chairman/President/Vice-Chairman
to every director or trustee at least two (2) days - Chairman, or, in his absence, The President
prior to the scheduled meeting, unless a longer shall preside at all meetings of directors or
time is provided in the bylaws. trustees as well as of the stockholders or
• A director or trustee may waive this requirement, members, unless otherwise provided in the
either expressly or impliedly. bylaws.
2. Stockholder or member in a temporary capacity
- Where the officer entitled to preside is not
Right to Vote During Meetings present at the time of the meeting
- It can be selected by viva voce vote of the
• Directors or trustees who cannot physically
stockholders or members present.
attend or vote at board meetings can participate
3. Stockholder or member chosen
and vote through remote communication such as
- If no person is authorized to call a meeting
videoconferencing, teleconferencing, or other
- The petitioning stockholder or member
alternative modes of communication that allow
authorized by the SEC to call a meeting of
them reasonable opportunities to participate.
the corporation shall preside thereat until at
• Directors or trustees cannot attend or vote by
least majority of the stockholders or
proxy at board meetings.
members present have chosen one of their
• A director or trustee who has a potential interest
number as presiding officer
in any related party transaction must recuse from
voting on the approval of the related party
transaction without prejudice to compliance with
the requirements of Section 31 of this Code. SECTION 54: Right to vote of Secured
Majority of All Board Members Creditors and Administrators
• In case a stockholder grants security interest in
1. Election of officers his or her shares in stock corporations, the
2. Amendment of AOI stockholder-grantor shall have the right to attend
3. Delegation to the executive committee of specific and vote at meetings of stockholders, unless the
matters secured creditor is expressly given by the
4. Extension or shortening of corporate term stockholder-grantor such right in writing which is
5. Increasing or decreasing the capital stock recorded in the appropriate corporate books. (if
6. Incurring, creating or increasing the bonded yung shares of stock is given as a security or used
indebtedness of the corporation as a collateral the SH granted security interest
7. Selling, encumbering or otherwise disposing of over his/her shares, the stockholder-grantor who
all or substantially all of the properties and assets, have the right shall have the right to attend and
including goodwill of the corporation votes the meetings of SH)
8. Investment of the corporate funds in another Note: SH-Grantor has the right to attend the
corporation or business or for any purpose other meetings not the grantee or mortgagee of the
than the primary purpose shares, because the SH remains to be the
9. Approval of the plan or amendment to the plan of owner of the stocks. Hindi ibig sabihin na
merger or consolidation dahil ginamit as security yung mismong mga
10. To effect and sign and file the petition authorizing stocks or shares of stocks ng corporations ay
voluntary dissolution of the corporation where no napapasa na ang ownership over that
creditors are affected or where creditors are property.
affected. *The right to vote is for the SH and thus it is
Note: You cannot have a positive result unless you inheriting and incidental to stock ownership
get the majority of all board members, majority of the since ownership over the shares given as
quorum is not enough. security, mortgage, or pledge is not
transferred to the security holders or the
pledgee or mortgagee it must followed the
SH retains the right to vote given as security,
pledge, or mortgage.
• Executors, administrators, receivers, and other 1. In writing, signed and filed, by the stockholder or
legal representatives duly appointed by the court member, in any form authorized in the bylaws and
may attend and vote on behalf of the stockholders
2. Received by the corporate secretary within a
or members without need of any written proxy.
reasonable time before the scheduled meeting.
Executors/Administrators – the ones who takes
3. Unless otherwise provided in the proxy form, it
charge or administers the disposing of the property,
shall be valid only for the meeting for which it is
obligations, rights, and last will of the deceased
intended.
person.
4. No proxy shall be valid and effective for a period
*In case a person dies, they leave their property,
longer than five (5) years at any one time.
obligations, and rights. Since these are to be dispose
of as they pass on immediately to the successors or
to the heirs, they are not immediately disposed and
Manner of Voting; in absentia or or through
the person who takes charge or administers in
communication (Sec. 57)
disposing of the last will of the deceased person, they
are the one who we call as the executors/ • When so authorized in the bylaws or by a
administrators. majority of the board of directors, the
Receivers – if a corpo is insolvent then they need stockholders or members of corporations may
rehabilitation so they need a receiver who will look also vote through remote communication or in
after their affairs and the rehabilitation of the corpo absentia: Provided, That the votes are received
and other legal representatives who are duly before the corporation finishes the tally of votes.
appointed by the board. • A stockholder or member who participates
through remote communication or in absentia
*Receivers may attend and vote on behalf of the SH. shall be deemed present for purposes of quorum.
• The corporation shall establish the appropriate
requirements and procedures for voting through
remote communication and in absentia, taking
SECTION 55: Voting in case of joint
into account the company's scale, number of
ownership of stock shareholders or members, structure and other
The consent of all the co-owners shall be necessary factors consistent with the basic right of
in voting shares of stock owned jointly by two or corporate suffrage
more persons, unless there is a written proxy, signed
by all the co-owners authorizing one or some of them
or any other person to vote such share or shares.
Provided, that when the shares are owned in an SECTION 58: Voting Trusts
“and/or” capacity by the holders thereof, any one of • Voting trust is created by an agreement between
the joint owners can vote said shares or appoint a a group of the stockholders of a corporation and
proxy therefor. the trustee or by a group of identical agreements
between individual stockholders and a common
trustee, whereby it is provided that for a term of
years, or for a period contingent upon a certain
SECTION 56: Voting right for treasury shares
event, or until the agreement is terminated,
Notes: Shall have no voting rights as long as such control over the stock owned by such
shares remain in the Treasury. stockholders, either for certain purposes or for all
purposes, is to be lodged in the trustee, either
- In case of sale or reissue, treasury shares regain
with or without reservation to the owners or
whatever dividends and voting rights to which
persons designated by them, of the power to
they were originally entitled.
direct how such control shall be used.
SECTION 57: Manner of Voting; Proxies *dito yung group of SH or SH entrusts their shares of
• SH and Members may vote in person or proxy in stocks to a trustee for a period of time. They are
all meetings of SH/M. called as SH-Trustor.
• Proxy could either be someone who is authorized
to serve in one’s place at a meeting or the written
authority given to someone to act or vote in Voting Trust Certificate
someone’s place, particularly with the right cast
to vote. • Voting trust certificate is issued by the trustee in
favor of the transferor in lieu of the certificate of
Requirements of Valid Proxy: stock covered by the voting trust agreement after
 the same has been cancelled and new one’s issued all corporate books and records in accordance
in the name of the trustee. with the provisions of this Code.
• The voting trust certificate shall be transferable
Any other SH may be bound by the VTA
in the same manner and with the same effect as
certificates of stock. Any other stockholder may transfer the shares to the
• Unless expressly renewed, all rights granted in a same trustee or trustees upon the term and conditions
voting trust agreement shall automatically expire stated in the voting trust agreement, and thereupon
at the end of the agreed period which shall not shall be bound by all the provisions of said agreement
exceed 5 years, and the voting trust certificates as
well as the certificates of stock in the name of the
trustee/s shall thereby be deemed cancelled and Expiration of VTA
new certificates of stock shall be reissued in the
Unless expressly renewed, all rights granted in a
name of the transferors.
voting trust agreement shall automatically expire at
• In case, however, of a voting trust required in a
the end of the agreed period.
loan agreement, said voting trust shall
automatically expire upon full payment of the The voting trust certificates as well as the certificate
loan which may be exceeding 5 years. of stock in the name of the trustees shall thereby be
deemed cancelled and new certificates of stock shall
be reissued in the name of the trustors.
Requirements of a Voting Trust Agreement
1. Confers upon a trustee or trustees the right to
vote and other rights pertaining to the shares
2. It should be for a period not exceeding 5 years
at any one time unless the voting trust is
specifically required as a condition in a loan
agreement, in which case, the voting trust may
be for a period exceeding 5 years but shall
automatically expire upon full payment of the
loan.
3. Must be in writing and notarized, and shall
specify the terms and conditions thereof.
4. A certified copy of such agreement shall be
filed with the corporation and with the
Commission; otherwise, the agreement is
ineffective and unenforceable.
5. The certificate or certificates of stock covered
by the voting trust agreement shall be
cancelled and new ones shall be issued
pursuant to said agreement. The books of the
corporation shall state that the transfer in the
name of the trustee or trustees is made
pursuant to the voting trust agreement.
6. No voting trust agreement shall be entered
into for purposes of circumventing the laws
against anti- competitive agreements, abuse of
dominant position, anti-competitive mergers
and acquisitions, violation of nationality and
capital requirements, or for the perpetuation of
fraud.
Right to inspect corporate books
• The voting trust agreement filed with the
corporation shall be subject to examination by
any stockholder of the corporation in the same
manner as any other corporate book or record
• Provided, that both the trustor and the trustee or
trustees may exercise the right of inspection of