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A. Corporate term
- Perpetual unless the AoI provides otherwise
- Corporate terms with specific period can be
shortened/extended; within 3 years from expiration of
the original date
- Subject to revival. Except financial intermediaries
(banks, banking and quasi-banking institutions,
preneed, insurance and trust companies, non-stock
savings and loans assoc., pawnshops, corp. engaged in
money service business.)
E. Amendment of Aoi
- Majority vote of Directors AND 2/3 vote of OCS
- Majority vote of Trustees AND 2/3 vote of members
- Amendments shall take effect upon approval by SEC or
by inaction of SEC for 6 months from filing.
H. Corporate name
- Must be distinguishable
- No prior user
- Not contrary to law, rules and regulations
I. Registration, Incorporation, and Commencement of
Corporate Existence.
- Submit name first to SEC for verification – reserve the
name
- Corporate existence commences from the issuance of
the Certificate of Incorporation.
B. Implied
– Those necessary for the exercise of the express powers
C. Incidental
– Essential to the corporation’s existence (inherent).
4.2.4BOARD OF DIRECTORS
A. Qualifications:
1. Own at least one stock/must be a member
2. 20% independent directors if Corp. is vested with
public interest:
a. Listed or with asset of at least 50 million and 200
or more shareholders, with at least 100 equity
shares.
b. Financial intermediaries
c. Other corp. vested with PI
- Independent director – free from bias – no relationship from
the corp. except. Shareholdings and fees received as a director.
C. Election
– Terms Board of Directors – not exceeding 1 year
– Terms Board of Trustees – not exceeding 3 years
- Owners of the majority Outstanding Capital Stocks (OCS) or
majority of the members must be present during the election
(quorum).
- Any form except if requested by ballot
- Nominees must be present or represented by proxy.
- Voting through remote communication is now allowed if
provided in articles or by-laws. Unless public interest corp. –
voting through remote communication is not allowed.
- There must be quorum otherwise – meeting is adjourned
- Inform SEC of the non-holding of the election and the
reason thereof within 30 days from of scheduled election
and specify new date of election within 60 days from
schedule.
- If not done without justification or there was no quorum
on the rescheduled election, SEC will schedule the
election will conduct it even without quorum.
VOTING
a. Straight – Number of shares X Director to be elected but can
only give straight votes to each
b. Cumulative for one – No. of shares X D to be elected but all
the vote shall belong to one candidate
c. Cumulative by distribution – No. of shares X D to be elected
and the votes can be split or distributed to any nominee.
* Memorize the Formula (see De Leon)
D. Removal
- By 2/3 vote of OCS or members
- With or without cause unless if removal will deprive the
minority stockholders of representation in the board,
there must be cause.
- SEC may mutu proprio (on its own will) or upon verified
complaint remove a director or trustee (subject to notice
and hearing)
E. Powers
1. Governing body of the corp. – Corp. can act only
through its board
2. Doctrine of judicial review – acts of the board are not
subject to review by the court since the board has the
exclusive authority to manage and control the corp.
except if such act is dishonest or violative of the rights of
the minority.
3. Fiduciary duty – based on trust - directors or trustees
are required to discharge their duties in good faith and
with diligence, care, and skill. Otherwise, they will be held
liable.
4. Purely ministerial duties can be delegated but
discretionary powers shall be exclusive to the board.
Corporate Officers
- Required Officers
o President – must be a director, must not be a
secretary or treasurer at the same time
o Corporate Secretary – must be a citizen and
resident of the Philippines, must not be the
president.
o Treasurer – must be a resident, must not be the
president.
o Compliance Officer – require only if Corp. is
vested with P.I.
- Other corporate officers may be provided in the by-laws.
4.2.8 By-Laws
- Any rules of action adopted by the corporation for its
internal regulations and for the government of its officers and
of its stockholders or members.
4.2.9. Meetings
-Special or Regular, Of Stockholders/Members or
Directors/Trustees
a. Regular meetings of Stockholders/Members
- Held annually on a fixed date, if not fixed – on any date
after April 15 of every year.
- Notice must be sent to stockholder/members of record
at least 21 days prior to the meeting unless a different
date is provided in the By-laws, law or regulation.
- Written notice may be sent through electronic means.
- What needs to be presented during the regular meeting
(pls see sec. 49)
- Place of meeting weather regular or special.
1. Principal Office (PO) set forth in the AoI
2. If PO is not practicable, in the City or Municipality
where PO is located.
- Time, place, and purpose must be stated in the notice.