TITLE 6: MEETINGS

- Generally, stockholders or member meetings are

called for the purpose of electing directors or
trustees and transacting some other business
calling for or requiring the action or consent of the
shareholders or members, such as the amendments
of articles, bylaws, or disposition of all or
substantially all corporate assets, consolidation
and merger, or any other business that may
properly come before the meeting.
- In the absence of an express charter or statutory
provision to the contrary, the general rule is that
every member of a nonstock corporation, and
every legal owner of shares in a stock corporation,
has a right to be present and to vote in all
corporate meetings. Those who are not
stockholders or members have no right to vote.
- Voting may be expressed personally or through
proxies who vote in their representative capacities.
- Generally, the right to be present and to vote in a
meeting is determined by the time in which the
meeting is held

Definition of Terms
a. Remote Communication
- It means the transfer of data between two or more
devices not located at the same site
b. Teleconferencing
- It is the holding of a conference among people - Teleconferencing can only facilitate the linking of
from one another by means of telecommunication people, it does not alter the complexity of group
devices such as telephone or computer terminals. communication. Although, it may be easier to
- It refers to an interactive group communication (3 communicate via teleconferencing, it may be also
or more people in 2 or more locations) through an be easier to miscommunicate. Teleconferencing
electronic medium. In general terms, cannot satisfy the individual needs of every type of
teleconferencing can bring together under one meeting
roof though they are separated by hundred miles
c. Videoconferencing
- It is the holding of a conference among people in
remote locations by means of transmitted audio
and video signals
d. Computer Conferencing
- It is teleconferencing supported by one or more
computers
e. Audio Conferencing
- It is a conference in which people at a different
SECTION 48: Kinds of meetings
locations speak to each other via telephone or
- Meeting of directors, trustees, stockholders, or
internet connections.
members may be regular or special

SECTION 49: Regular and Special Meetings of

Stockholder or Members
- Regular meetings of stockholders or members shall
be held annually on a date fixed in the bylaws, or if
not fixed, on any date after April 15 of every year
determined by the board of directors or trustees
At each regular meeting of stockholders or members,
the board of directors or trustees shall endeavor to
present to stockholders or members the following:

Meetings of Stockholders or Members (Sec. 49)

Kinds of Meetings of Stockholders or Members
1. Regular Meeting — annually on a date fixed in
the bylaws, or if not so fixed, on any date after
April 15 of every year as determined by the
board of directors or trustees. A written notice
shall be sent to all stockholders or members of
record at least 21 days prior to the meeting,
unless a different period is required in the
bylaws, law, or regulation.
2. Special Meeting — at any time deemed
necessary or as provided in the bylaws:
Provided, however, That at least one (1) week
written notice shall be sent to all stockholders
or members, unless a different period is
provided in the bylaws, law or regulation.

Requirements for stockholders or members meetings

SECTION 50: Place and Time of Meetings of
Stockholders or Members
- Stockholders or members meetings, whether
regular or special shall be held in the principal office
of the corporation as set forth in the articles of
incorporation, or, if nor practicable, in the city or
municipality where the principal office of the
corporation is located: Provided
- In stock corporation, the presence of quorum is
ascertained and counted on the basis of the
outstanding capital stock
Outstanding Capital Stock – Total shares of stock issued
under binding subscription contracts to subscribers or
stockholders, whether fully or partially paid, except
treasury shares
Quorum

- Notice of meetings shall be sent through the means

of communication provided in the bylaws, which
notice shall state the time, place and purpose of the
meetings
- Based on the number of outstanding voting stocks
- For nonstock corporations, only those who are
actual, living members with voting rights shall be
counted in determining the existence of a quorum
during member’s meetings
- Dead members shall not be counted
- Majority of the members representing the actual
- All proceedings and any business transacted at a number of voting rights, not the number or
meeting of the stockholders or members, If within numerical constant that may originally be specified
in the articles of incorporation, constitutes quorum
- Thus, quorum is based on the totality of the shares
which have been subscribed and issued, whether it
be founder’s shares or common shares

the powers of authority of the corporation, shall

be valid even if the meeting is improperly held or
called: Provided

Kinds of Meetings of Stockholders or Members

SECTION 51: Quorum in Meetings

- Unless otherwise provided in this Code or in bylaws,

a quorum shall consist of the stockholders
representing a majority of the outstanding capital
stock or a majority of the members.

Quorum in meetings of stockholders or members


Difference between Articles of Incorporation and Stock
and Transfer Book
Meetings of Stockholders or Members
Participation in Stockholder’s or Member’s Meeting
Through Remote Communication
- When so provided in the bylaws or by majority of
the board of directors, stockholders or members
who cannot physically attend at
stockholders/members meetings may participate in
such meetings through remote communications or
other alternative modes of communication
- If a stockholder/member intends to participate in a
meeting through remote communication, he/she
shall notify in advance the Presiding Officer and
the Corporate Secretary of his/her intention. The
corporate secretary shall note such fact in the
minutes of the meeting
Quorum in Meetings
- Quorum shall consists of the stockholders
representing a majority of the outstanding capital
stock or a majority of the members for nonstock.
- Stockholder/member who participates through
remote communication or in absentia shall be
deemed present for the purposes of quorum
Voting in the election of directors, trustees and officer
through remote communication
- The right to vote of stockholders or members may
be exercised in person, through a proxy, or when
so authorized in the bylaws, through remote
communication or in absentia
- The right to vote of stockholders or members may
be exercised also through remote communication
or in absentia when authorized by a resolution of
the majority of the board of directors; Provided
that the resolution shall only be applicable for a
particular meeting
- In case of postponement of stockholders or
members regular meetings, written notice shall be
sent to all stockholders or members of record at
least 2 weeks prior to the date of the meeting
Internal Procedures
Notices
- In case the election or meeting was conducted
through teleconferencing or any other similar
means, a visual and audio recording of the election
or meeting should be secured. The secretary is
duty-bound to safe-keep and perpetuate in
updated date storage equipment or facility the
visual and audio recordings.

- which was illegal for lack of notice, may be ratified
A either expressly, by the action of the directors in
ll pertinent materials for discussion shall be
numbered and marked by the Secretary in such
manner that the stockholder or member
participating through remote communication can
easily follow and participate
Place of Meetings of Stockholders or members
- The presiding officer shall call and preside the
stockholder or members meetings, whether regular
or special, at the principal office of the corporation
provided in the articles of incorporation, or, if not
practicable, in the city or municipality where the
principal office of the corporation is located
SECTION 52: Regular and Special Meetings of Directors
or Trustees
GR: Corporation, through its board of directors, should
act in the manner and within the formalities, if any,
prescribed by its charter or by the general law. Thus,
directors must act as a body in a meeting called
pursuant to the law or the corporation’s bylaws,
otherwise, any action take may be questioned by any
objecting director or shareholder.
- action of the board of directors during a meeting,
subsequent legal meeting, or impliedly, by the
corporation’s subsequent course of conduct.
- Ratification by directors may be by an express
resolution or vote to that effect, or it may be
implied from adoption of the act, acceptance or
acquiescence. Ratification may be effected by a
resolution or vote of the board of directors
expressly ratifying previous acts either of corporate
officers or agents; but it is not necessary, ordinarily,
to show a meeting and formal action by the board
of directors in order to establish a ratification
Quorum at a Regular or Special Meeting of Directors or
Trustees
What is Quorum at the meeting of directors or
trustees?
- A majority of the number of directors or trustees, as
fixed in the articles of incorporation, shall constitute a
quorum for the transaction of corporate business, and
every decision of at least a majority of the directors or
trustees present at a meeting at which there is a
quorum shall be valid as a corporate act, except for the
election of officers which shall require the vote of
majority of all members of the board
Meetings of Directors or Trustees
SECTION 53: Who shall preside at meetings Other Duties of the Corporate Security

- The chairman or, in his absence, the president shall

preside at all meetings of the directors or trustees
SECTION 54: Right to Vote of Secured Creditors and
as well as of the stockholders/members, unless
Administrators
bylaws provide otherwise
- In case a stockholder grants security interest in
GR: The chairman or, in his absence, the president shall
his/her shares in stock corporations, the
preside at all meetings of the directors or trustees as
stockholder-grantor shall have the right to attend
well as of the stockholders/members
and vote at meetings of stockholders, unless the
EXPN: Unless the bylaws provide otherwise secured creditor is expressly given by the
stockholder-grantor such right in writing which is
Board Meetings of Directors or Trustees
recorded in the appropriate corporate books
- Executors, administrators, receivers, and other
legal representatives duly appointed by the court

may attend and vote in behalf of the stockholders

or members without need of any written proxy
Quorum
SECTION 55: Voting in Case of Joint Ownership of Stock
Notices of Meeting
- The consent of all the co-owners shall be necessary
in voting shares of stock owned jointly by 2 or more
Roll Call persons, unless there is a written proxy, signed by

Voting

all the co-owners, authorizing one or some of them

or any other person to vote such shares provided
that when the shares are owned in and “and/or”
 capacity by the holders, any one of the joint owners 4. Unless otherwise stated, in the proxy, it shall be
can vote said shares or appoint a proxy valid only for the meeting which it is intended
5. No proxy shall be valid and effective for a period
Voting in Case of Joint Ownership of Stock
longer than 5 years at any time
GR: In case of shares of stock owned jointly by 2 or
Purpose of Proxies
more persons, in order to vote the same, the consent of
all the co-owners shall be necessary 1. For convenience
2. It assures presence of a quorum
EXPN:

1. There is a written proxy, signed by all the co-

owners, authorizing one or some of them or any
other person to vote such shares
2. The shares are owned in an “and/or” capacity
by the holders, any one of the joint owners can
vote said shares or appoint a proxy

Manner of Voting
 A stockholder or member may vote: 3. It enables those who do not wish to attend the
1. Directly (in person); or meeting to protect their interest
2. Indirectly, through representative — 4. It secures voting control
a. By means of proxy;
b. By a trustee under a voting trust agreement; or
c. By executors, administrators, receivers or other
legal representatives duly appointed by the
court.
SECTION 56: Voting Right for Treasury Shares

- Treasury shares shall have no voting right as long as

such shares remain in the treasury

SECTION 57: Manner of Voting; Proxies

- Stockholders and members may vote in person or

by proxy in all meetings of stockholders or
members
- When so authorized in the bylaws by a majority of
the board of directors, the stockholders/members
of corporations may also vote through remote
communication or in absentia: Provided, that the
votes are received before the corporation finishes
the tally of votes
- Stockholder/member who participates through
remote communication or in absentia shall be
deemed present for purposes of quorum

Differences between Voting Trust Agreement and

Proxy

Requirements for validity of a proxy

1. It shall be in writing in any form authorized in

the bylaws
2. It shall be signed by the stockholder/member
3. It shall be filed before the scheduled meeting
with the corporate secretary
Note: Directors or trustees cannot attend or vote by - The books of the corporation shall state the
proxy at board of meetings but there is no prohibition transfer in the name of trustee is made pursuant
form them to act as proxies in stockholder’s meetings to the voting trust agreement

Voting Trust

- Trust created by an agreement between a group of

SECTION 58: Voting Trust
- One or more stockholders of a stock corporation
may create a voting trust for the purpose of
conferring upon a trustee the right to vote and
other rights pertaining to the shares for a period
Nature of Voting Trust Agreement
not exceeding 5 years at any time: Provided that
- Voting trust agreement results in the separation of
In case of voting trust specifically required as a
condition in a loan agreement, said voting trust
may be for a period exceeding 5 years but shall
stockholders of a corporation and trustee or by a
group of identical agreements between individual
stockholders and a common trustee, whereby it is
provided that for a term of years, or for a period
contingent upon a certain event, or until the
agreement is terminated, control over the stock
owned by such stockholders, either for certain/all
purposes, is to be lodged in the trustee, either with
or without a reservation to the owners, or person
designated by them, of the power to direct how
such control shall be used
the voting rights of a stockholder from his other
rights such as the right to received dividends, the
right to inspect the books of corporation, the right
to sell certain interests in the assets of the
corporation and other rights to which the
stockholder may be entitled until the liquidation of
corporation

Three Tests of Voting Trust Agreement

automatically expire upon full payment of the loan

- A voting trust agreement must be in writing and

notarized, and shall specify the terms and
conditions
- A certified copy of such agreement shall be filed
with the corporation and with the Commission,
otherwise, the agreement is ineffective and
unenforceable
- The certificate of stock covered by the voting trust
agreement shall be cancelled and new ones shall
be issued in the name of the trustee, stating that
they are issued pursuant to said agreement
Requirements and limitations imposed on Voting Trust
Agreement