Place of Meeting

Sec. 51.

Campos: Unlike the case of directors’ or trustees’ meetings, the by-laws of a corporation cannot fix a
place of stockholders’ or members’ meetings other than that fixed in Sec. 51. Thus, if the principal office
of the corporation is in Quezon City, the stockholders cannot meet in Baguio, although they can meet in
Pasay City or any other place in Metro Manila.

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What about teleconferencing in the new Corporation Code?

Amendment of the Articles of Incorporation

Sec. 16.

2/3 OCS

Redeemable Shares

Sec. 6.

Also called “share buy-back”

http://www.bworldonline.com/content.php?section=Economy&title=redemption-of-shares-of-
stock&id=83873

The Corporation Code allows redemption of shares even if there are no unrestricted retained earnings on
the books of the Corporation. However, the SEC has ruled that although a corporation may redeem shares
regardless of the existence of unrestricted retained earnings, there must remain in the corporation
sufficient assets to cover debts and liabilities, inclusive of capital stock. It has also required corporations
which have issued mandatory redeemable shares to set up a sinking fund to meet the cost of redemption
should the option be exercised.

Both versions of the Corporation Code allow the redemption of shares even if there are no unrestricted
retained earnings on the books of the corporation. However, while redeemable shares may be redeemed
regardless of the existence of unrestricted retained earnings, this is subject to the condition that the
corporation has, after such redemption, assets in its books to cover debts and liabilities inclusive of capital
stock. Therefore, redemption may not be made where the corporation is insolvent or if such redemption
will cause insolvency or inability of the corporation to meet its debts as they mature.