TITLE XI

NON-STOCK CORPORATIONS
1. What is a non-stock corporation?
- a nonstock corporation is one where no part of its income is distributable as dividends
to its members, trustees, or officers: Provided, That any profit which a nonstock
corporation may obtain incidental to its operations shall, whenever necessary or proper,
be used for the furtherance of the purpose or purposes for which the corporation was
organized

    2.         How shall the profit of the non-stock corporation be used?

- used for the furtherance of the purpose or purposes for which the corporation was
organized

    3.         Distinguish stock from non-stock corporations.

    4.         For what purposes may a non-stock corporation be formed or organized?
-Nonstock corporations may be formed or organized for charitable, religious,
educational, professional, cultural, fraternal, literary, scientific, social, civic service, or
similar purposes, like trade, industry, agricultural and like chambers, or any combination
thereof

 
CHAPTER I 
MEMBERS
1. Do all members of a non-stock corporation have the right to vote?
-Yes. Unless so limited, broadened, or denied, each member, regardless of
class, shall be entitled to one (1) vote.
    2.         How may members vote?

Unless provided in the AOI and

by-laws, members may vote by
proxy
 Voting by mail, or other
similar means by members of
non-stock corporations may be
authorized by the
by-laws with the approval of,
and under such conditions
which may be prescribed by the
SEC
Unless provided in the AOI and
by-laws, members may vote by
proxy
 Voting by mail, or other
similar means by members of
non-stock corporations may be
authorized by the
by-laws with the approval of,
and under such conditions
which may be prescribed by the
SEC
Unless provided in the AOI and
by-laws, members may vote by
proxy
 Voting by mail, or other
similar means by members of
non-stock corporations may be
authorized by the
by-laws with the approval of,
and under such conditions
which may be prescribed by the
SEC
Unless provided in the AOI and
by-laws, members may vote by
proxy
 Voting by mail, or other
similar means by members of
non-stock corporations may be
authorized by the
by-laws with the approval of,
and under such conditions
which may be prescribed by the
SEC
-Unless provided in the AOI and by-laws, members may vote by proxy. Voting by mail,
or other similar means by members of non-stock corporations may be authorized by the
by-laws with the approval of, and under such conditions which may be prescribed by the
SEC   
3.         May membership in a non-stock corporation be transferred?

Membership and all rights

arising therefrom are personal
and non-transferable, unles AOI
and by-laws
provide to do so
Membership and all rights arising therefrom are personal and non-transferable, unless
AOI and by-laws provide to do so
4.         How may membership in non-stock corporation be terminated?
Membership shall be terminated in the manner and for the causes provided in the AOI
or the by-laws. Termination of membership shall have the effect of extinguishing all
rights unless otherwise provided in the AOI or by-laws.
5.         What is the nature of membership in non-stock corporation?

 
CHAPTER II
TRUSTEES AND OFFICERS 
1. What are the qualifications, number and term of trustees in a non-stock
corporation?
Unless otherwise provided in the AOI or the by-laws, BOT shall soon be organized.
BOT which may be more than 15 as may be fixed in the AOI and by-laws. No person
shall be elected as trustee unless he is a member of the corporation.
2. How may vacancies in the board of trustees be filled up?
1/3
    3.         What is the place of meeting of the members of a non-stock corporation?
  Members may hold their regular or special meetings at any place even outside the
place where the principal office of the corporation is located. Proper notice is sent to all
members indicating the date, time and place of the meeting. Place of the meetings
however shall be within the Philippines only

CHAPTER III
DISTRIBUTION OF ASSETS IN NON-STOCK CORPORATIONS 
    1.         Upon distribution, how should the assets of a non-stock corporation be
applied and distributed?
    2.         How should the plan of distribution of assets of a non-stock corporation be
adopted?
TITLE XII
CLOSE CORPORATIONS  
1.    Define a close corporation.
2.    May corporation be a close corporation if its shares are owned by another
corporation which is not a close corporation? 
3.    What corporation may be incorporated as a close corporation?
4.    What is the rationale of allowing the organization of a close corporation? 
5.    What is the role of a close corporation in the development of Philippine commerce
and industry? 
6.    What may be provided in the articles of incorporation of a close corporation? 
7.    What are the requisites for the validity of restrictions on the transfer of shares in a
close corporation?
8.    What are the consequences when the articles of incorporation of a close
corporation of a close corporation provide that the business of the corporation shall be
management by the stockholders?
9.    When are third persons conclusively presumed to have knowledge of the conditions
and restrictions on the transfer of shares in a close corporation?
10.  Are pre-incorporation agreements of the stockholders binding after incorporation?
11.  What agreements of stockholders of a close corporation shall be considered valid? 
12.  What are liabilities of the stockholders of a close corporation who actively engage in
the management of the business of such corporation?
13.  When is a board meeting of a close corporation unnecessary? 
14.  When are actions taken in a board meeting improperly held deemed to be ratified
by an absent director of a close corporation?
15.  To what kind of shares will pre-emptive right in a close corporation extend?
16.  May a close corporation amend its articles of incorporation by deleting provisions
peculiar to a close corporation?
17. How should deadlocks in a close corporation be resolved?
18.  Who is a provisional director in a close corporation? 
19.  What are the rights and powers of a provisional director and how can he be
removed? 
20.  When may a stockholder of a close corporation withdraw therefrom? 
21.  How may a stockholder in a close corporation compel its dissolution?