TITLE IX: MEETINGS

Types of meetings
Section 49-51
 
CALL VS NOTICE
 
1. Call – exercised by the person who has the power to call the meeting.
Proper person to call the meeting:
(1) The person designated in the by-laws has authority to call stockholders’ or
members’ meeting

(2) In the absence of such provision, the meeting may be called by a director or
trustee or by an officer entrusted with the management of the corporation unless
otherwise provided by the law

(3) Under Section 49: a stockholder or a member may make the call on order of the
SEC whenever for any cause:
a. No person authorized to call a meeting
b. The person authorized unjustly refused to call a meeting

(4) Special meeting for the removal of directors/trustees may be called by the
secretary of the corporation or by a stockholder or a member (Section 28)
2. Notice – the writing informing the stockholders or members of the meeting
-Generally, it is sent through means of communications provided in the by-laws

General inclusions:
a. Time
b. Place
c. Purpose

Specific inclusions:
(a) The agenda for the meeting;
(b) A proxy form which shall be submitted to the corporate secretary within a reasonable time
prior to the meeting;
(c) When attendance, participation, and voting are allowed by remote communication or in
absentia, the requirements and procedures to be followed when a stockholder or member
elects either option; and
(d) When the meeting is for the election of directors or trustees, the requirements and
procedure for nomination and election.
 
 
 Other Points to take Note:
The stock and transfer book or membership book shall be closed at least twenty (20) days for
regular meetings and seven (7) days for special meetings before the scheduled date of the
meeting.

In case of postponement of stockholders’ or members’ regular meetings, written notice thereof

and the reason therefore shall be sent to all stockholders or members of record at least two (2)
weeks prior to the date of the meeting, unless a different period is required under the bylaws, law
or regulation.

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.
Effect of failure to comply with requisites of meeting
Section 51: All proceedings had and any business transacted at a meeting of
stockholder/members shall be VALID even if the meeting be improperly held or called
provided the ff. are present:
 
1. Within the authority of the corporation (not ultra vires) Refer to section 45
2. ALL stockholders/members of the corporation are present or duly represented
-not one of them expressly states their objections to the transaction of any business
because the meeting is not lawfully called or convened

Quorum in Meetings of Stockholders:

- shall consist of the stockholders representing a majority of the outstanding capital stock or
a majority of the members in the case of nonstock corporations.
Quorum in Meetings of Directors or Trustees 
-a majority of the directors or trustees as stated in the articles of incorporation
shall constitute a quorum
-every decision reached by at least a majority of the directors or trustees
constituting a quorum , shall be valid as a corporate act.
Exceptions: for the election of officers which shall require the vote of a
majority of all the members of the board.

TAKE NOTE OF THESE REVISIONS:

1. Directors or trustees who cannot physically attend or vote at board meetings can
participate or vote through remote communication and other alternative modes that allow
them reasonable opportunities to participate.
 
DIRECTORS/TRUSTEES CANNOT ATTEND OR VOTE BY PROXY AT BOARD MEETINGS.
 The following provisions are applicable to both
types of meeting!

Section 53: Who shall preside at meetings?

(1) Chairman
(2) In his absence, the President, unless the by-laws provide otherwise
Note: Subject to the provision of Section 49
 
Section 54: Right to Vote

1. In case a stockholder grants security interest in his or her shares:

General Rule: Only legal owners of shares in a stock corporation have the right to
be present and vote in any corporate meeting.
Exception: A secured creditor is given the right to vote by the stockholder-
grantor, provided that it is given expressly in writing and is recorded in the
appropriate corporate books.
 
2. Executors, administrators, receivers, and other legal representatives duly
appointed by the court may attend and vote in behalf of the stockholders or
members without the need of any written proxy.
 
Section 55: Voting in case of Joint Ownership of Stock
-Requires the consent of ALL the co-owners in order to vote
Except:
1. A written proxy signed by all co-owners authorizes one or some of them or
any other person to vote for all
2. The shares are owned in an “and/or” capacity by the holders
 
Section 56: Voting Right for Treasury Shares
This section denies any voting rights to treasury shares as long as such shares
remain in the treasury.