BYLAWS

• Signifies the rules and regulations or

private laws enacted by the corporation to
regulate, govern, and control its own
actions, affairs and concerns and its
stockholders or members and directors
and officers with relation there to and
among themselves in their relation to it.
• It is permanent and continuing rules of
action adopted by the corporation.
PD NO. 902-A.
• States that failure to file by-laws within the
required period is a ground for suspension or
revocation of franchise and certificate of
registration of a corporation.
SEC. 45. ADOPTION OF BYLAWS.
ADOPTION OF BYLAWS BEFORE
INCORPORATION.
• Signed and approved by all the
incorporators.
• Must be filed with the SEC together with the
articles of incorporation.
ADOPTION OF BYLAWS AFTER
INCORPORATION.
• Affirmative vote of the stockholders
holding at least a majority of the
outstanding capital stock or majority of the
members.
• It shall also be signed by those who vote for
them.
EXCEPTION.
• Such Board of Directors must be voted by the
stockholders who holds at least 2/3 of the
outstanding capital stock, or 2/3 of the
members.
REVOCATION.
• The power to amend, repeal or adopt a new
by-law may be revoked by the stockholders
who holds at least a majority of the
outstanding capital stock or majority of the
members.
ARE THIRD PERSONS BOUND BY BY-
LAWS?
• NO. Except when they have knowledge of
the provisions either actually or
constructively.
ARE DIRECTORS/TRUSTEES, OFFICERS
AND STOCHOLDERS OR MEMBERS BOUND
BY BY-LAWS?
• YES.
• And they must comply because they are
presumed to know the provisions of the by-
laws.

SEC. 47. AMENDMENT TO BYLAWS.

GENERAL RULE.
• The power to amend, repeal or adopt a new
by-law may be delegated to the Board of
Directors.