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NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
in
the
by-‐laws
are
as
follows:
(i)
Providing
for
interest
on
unpaid
subscriptions;9
(a)
Designation
of
time
when
voting
rights
may
be
exercised
by
stockholders
of
record;1
(j)
Entries
to
be
made
in
the
stock
and
transfer
book;10
and
(b)
Providing
for
additional
officers
for
the
corporation;2
(k)
Providing
for
meetings
of
the
members
in
a
non-‐stock
corporation
outside
of
the
principal
office
of
the
corporation.11
(c)
Provisions
for
the
compensation
of
the
directors;3
C.
Matters
That
May
Be
Found
in
Articles
of
Incorporation
and
By-‐Laws
(d)
Creation
of
an
executive
committee;4
• How
do
you
determine
what
goes
into
the
articles
of
(e)
Date
of
the
annual
meeting
or
provisions
of
special
incorporation
vis-‐à-‐vis
the
by-‐laws?
5
meetings
of
the
stockholders
or
members
of
the
corporation;
o Those
expressly
stated
in
the
Corporation
Code
must
be
placed
in
either
document
accordingly.
(f)
Quorum
on
meetings
of
stockholders
or
members
of
the
o However,
with
regard
to
information
that
is
not
in
the
corporation;6
articles
of
incorporation,
then
it
is
left
to
the
discretion
of
the
directors/incorporators
where
to
place
the
(g)
Providing
for
the
presiding
officer
at
meetings
of
the
information.
Provided,
that
what
is
in
the
articles
of
directors
or
trustees,
as
well
as
of
the
stockholders
or
incorporation
cannot
be
contained
in
the
by-‐laws(?)
members;7
In
addition,
the
Corporation
Code
expressly
allows
certain
matters
to
(h)
Procedure
for
issuance
of
certificates
of
shares
of
stock;8
be
provided
for
either
in
the
articles
of
incorporation
or
the
by-‐laws
of
the
corporation,
thus:
1
Section
24,
Corporation
Code.
2
Section
25.
ibid.
(a)
Providing
for
cumulative
voting
in
non-‐stock
corporations;12
3
Section
30.
ibid.
4
Section
35.
ibid.
5 9
Sections
50
and
53.
ibid.
Section
66.
ibid.
6 10
Section
52.
ibid.
Section
74.
ibid.
7 11
Section
54.
ibid.
Section
93.
ibid.
8 12
Section
63.
ibid.
Section
24.
ibid.
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
as
in
the
certificate
of
stock;
otherwise,
the
restriction
shall
not
be
(b)
Providing
for
a
higher
quorum
requirement
for
a
valid
binding
on
any
purchaser
thereof
in
good
faith.8
board
meeting;1
D.
Matters
That
Cannot
Be
Provided
for
in
By-‐Laws
(c)
Limiting,
broadening
or
denial
of
the
right
to
vote,
including
2
voting
by
proxy,
for
members
in
non-‐stock
corporations;
On
the
other
hand,
under
the
provisions
of
the
Corporation
Code,
the
following
matters
must
be
provided
for
in
the
articles
of
incorporation,
(d)
Transferability
of
membership
in
a
non-‐stock
corporations;3
and
consequently
cannot
be
governed
by
the
corporation's
by-‐laws:
(e)
Termination
of
membership
in
non-‐stock
corporations;4
(a)
Classification
of
shares
of
stock
and
preferences
granted
to
preferred
shares;9
(f)
Manner
of
election
and
term
of
office
of
trustees
and
5
officers
in
non-‐stock
corporations;
(b)
Provisions
on
founder's
shares;10
(g)
Manner
of
distribution
of
assets
in
non-‐stock
corporations
(c)
Providing
for
redeemable
shares;11
upon
dissolution;6
and
(d)
Provisions
on
the
purposes
of
the
corporation;12
(h)
Providing
for
staggered
board
in
educational
institutions;7
(e)
Providing
for
the
corporate
term
of
existence;13
In
a
close
corporation,
restrictions
on
the
right
to
transfer
shares
must
appear
both
in
the
articles
of
incorporation
and
in
the
by-‐laws,
as
well
(f)
Capitalization
of
stock
corporations;14
(g)
Corporate
name;1
and
1 8
Section
25.
ibid.
Section
98.
ibid.
2 9
Section
89.
ibid.
Section
6,
Corporation
Code.
3 10
Section
90.
ibid.
Section
7,
ibid.
4 11
Section
91.
ibid.
Section
8,
ibid.
5 12
Section
92.
ibid.
Sections
14,
15,
36(11)
and
45,
ibid.
6 13
Section
94.
ibid.
Sections
11,
14
and
37,
ibid.
7 14
Section
108.
ibid.
Sections
13
and
14,
ibid..
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)