Section 24.

Election of directors or trustees

The following limitations or conditions are imposed in the election of directors or
trustees:
At any meeting of stockholders or memberscalled for the election of directors
or trustees, there must be present in person or by representative authorized
to act by written proxy, the owners of the majority of the outstanding capital
stock, or if there be no capital stock, a majority of the members entitled to
vote;
The election must be by ballot if requested by any voting stockholder or
member. Hence, voting by viva voces or roll call 9 raising of hands) is valid
except when there is a request that the election be by ballot;
A stockholder cannot be deprived in the articles of incorporation or in the by
laws of his statutory right to use any of the methods of voting in the election
of directors;
No delinquent stocks shall be voted;
In case of failure to hold an election for any reason, the meeting may be
adjourned from day to day or from time to time but it cannot be adjourned
sine die or indefintely; and
The requisite notice must be given two weeks prior to the meeting, unless
there is a different period stated in the by laws.
METHODS OF VOTING :
A. STOCK CORPORATION
Straight Voting by this voting method, every stockholder may vote such
number of shares for as many persons as there are directors to be elected.
Cumulative Voting for one candidate By this method, a stockholder is
allowed to concentrate his votes and give one candidate as many votes as
the number of directors to be elected multiplied by the number of his shares
shall equal.
Cumulative Voting by Distribution By this method, a stockholder may
cumulate his shares by the number of directors to be elected and distribute
the same among as many candidates as he shall see fit.
* A director elected because of the vote of the minority stockholders who
united in cumulative voting cannot be removed without cause.
FORMULA FOR DETERMINING THE VOTES NEEDED IN CUMULATIVE VOTING:
D = ( A x B)/(C + 1) + 1
E=DxC

where:
A Total number of outstanding shares entitled to vote
B - Number of directors desired to be elected
C Total number of directors to be elected
D Number of shares necessary to elect desired number of directors
E Number of votes required to elect desired number of directors

B. NON STOCK CORPORATION

Members of non stock corporations may cast as many votes as there are
trustees to be elected but may not cast more than one vote for one
candidate.
Cumulative voting is not available for non stock corporations unless
authorized in nthe articles of incorporation or in the by laws.

Source: De Leon, Hector S., De Leon, Hector M. Jr, The Law on Partnerships and
Private Corporations

Section 54. Who shall preside at meetings

Presiding officer at meetings:
President/Chairman/Vice Chairman
- The president shall preside at all meetings of directors or trustees and of
the stockholders or members, even where the chairman of the board is
presnt at such meeting, unless otherwise provided in the by laws and
subject to the provisions of Section 50. (last par.) Thus, the by laws may
provide that the chairman, instead of the president, shall preside at board
meetings.

Stockholder or member in a temporary capacity

- Where the officer entitled to preside is not present at the time for a
meeting to convene, it has been recognized that a stockholder or member
who takes the floor may temporarily preside the meeting of stockholders
or members pending the selection of the presiding officer. Unless the
contrary is provided by the by laws, the presiding officer may be
selected by viva voce vote of the stockholders or members present.

Stockholder or member chosen

- Whenever, for any cause, no person is authorized to call a meeting of the
corporation, the petitioning stockholder or member authorized by the
Securirties and Exchange Commission to call a meeting of the corporation
shall preside thereat until at least a majority of the stockholders or
members present have chosen one of their number as presiding officer.

Source: De Leon, Hector S., De Leon, Hector M. Jr, The Law on Partnerships and
Private Corporations