The document discusses the process for calling a special stockholder meeting if the secretary fails or refuses to do so, including allowing stockholders to directly notify other stockholders. It also discusses removing corporate officers or directors, which can be with or without cause, and ensures minority representation rights are protected. Finally, it addresses liabilities and obligations transferring to the surviving corporation in a merger.
The document discusses the process for calling a special stockholder meeting if the secretary fails or refuses to do so, including allowing stockholders to directly notify other stockholders. It also discusses removing corporate officers or directors, which can be with or without cause, and ensures minority representation rights are protected. Finally, it addresses liabilities and obligations transferring to the surviving corporation in a merger.
The document discusses the process for calling a special stockholder meeting if the secretary fails or refuses to do so, including allowing stockholders to directly notify other stockholders. It also discusses removing corporate officers or directors, which can be with or without cause, and ensures minority representation rights are protected. Finally, it addresses liabilities and obligations transferring to the surviving corporation in a merger.
there is no secretary OR if the secretary , despite demand, fails
or refuses to call the special meeting OR to give notice thereof,
-- the stockholder or member signing the demand may call for
the meeting by directly addressing the stockholders or members.
NOTICE of the time and place of such meeting, and the
intention to propose such removal, must be given by publication or by written notice prescribed in RCC.
Removal may be W/ or W/O CAUSE.
Removal W/O CAUSE may not be used to deprived minority stockholders or members of the right of representation to w/c they may be entitled under Sec. 23 of the RCC.
for all the LIABILITIES & OBLIGATIONS of each
constituent corp. as though such surviving or consolidated corp. had itself incurred such liabilities or obligations; AND any pending claim, action or proceeding brought by or against any constituentby such document.
THUS, even a bona fide holder of a document issued over such stolen goods cannot acquire title under (Art. 1513). ART. 1519.