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CORPO - Title VI - Meetings - Coggle Diagram
CORPO - Title VI - Meetings
Sec. 48 - Kinds of Meetings
- May be either:
Regular
Special
Regular Meetings (Sec. 49)
- Shall be held annually on a date fixed in the bylaws, or, if not so foxed on any date after APRIl 15 as determined by board.
April 15 is usually last day to file the annual tax return, thus more convenient to hold the regular meeting after as the financail report to ebs ubmitted to the scokholders is based on such return and supporting financial statements.
Special Meetings (Sec. 49)
- Shall be held at any time deemed necessary or as provided in the bylaws.
Stockholder or member may propose the holding of a special meeting and items to be included in the agenda
Shareholders holding 5% of outstanding capital stock have right to include items on the agenda.
Refusal to include renders corproate officer liable under Sec. 158 of the RCC
Requisites for a Valid Stockholder Meeting -
STATED
- Must be held at the stated date and appointed time OR at a reasonable time thereafter.
Annual stockholder's meeting determination must be made tot he pertinent provision of the bylaws of the corporation.
NOTICE
- there must be previous notice, the notice must be in the form required by the bylaws, given withint eh period fixed therein and sent by the proper authorized officer.
PROPER PERSON
- Must be called by the proper person. If no person designated in bylaws, authority is witht he board of directors.
PROPER PLACE
- Be held int he principal officie of the corporation, if not practicable, int he city or municipaltiy where teh principal office is located.
QUORUM
-
Stockholders consisting the majority of the outstanding voting stocks, unless otherwise provided in RCC or Bylaws.
For Non-stock, numerical equivalent of all members entitled to vote.
Waiver of Notice -
GR
- May be made expressly or impliedily.
XCPN
- General waivers of notice in the AOI or bylaws not allowed.
Attendance of a meeting shall constitute a waiver of notice for that meeting
XCPN - When the person attends meeting for express purpose fo objecting to the transaction of any business because meeting is not lawfulyl aclled or convened.
Notice Requirement(Special Meetings) -
WRITTEN - Notice
Written notice may be via electronic mail or any other manners allowed by SEC guidelines.
SENT TO ALL - stockholders or members of record
1 week prior - to the meeting
XCPN unless a different method is required in the bylaws or regulation
Notice Requirement (regular meeting) -
WRITTEN - Notice
Written notice may be via electronic mail or any other manners allowed by SEC guidelines.
SENT TO ALL - stockholders or members of record
21 DAYS PRIOR - tot he meeting
XCPN unless a different method is requried in the bylaws or regulation
Contents of Notice
- must state: time, place and purpose of the meeting.
Things Accompanying Notice -
AGENDA - for the meeting
PROXY FORM - Submitted tot he corp. sec. within a reasonable time prior to the meeting
REQUIREMETNS AND PROCEDURES - to be followed stockholder or member electing to attend/partiicipate/vote in absentia or by remote communication
REQUIREMENTS AND PROCEDURE - for nomiation and election if the meeting is for election fo directors or trustees.
Remote Communicaiton
-
GR not allowed
XCPn - Authorzied, bylaws, resolution, election of directors, trustees, and officers of corporations wvested with public interest.
Effect of Appearance In Proxy
- Proxy is Dissolved by appearance of the represented stockholder.
Effect of Lack of Notice
-
GR - Renders the meeting invalid
XCPN -
If bylaws specify the date and time of the annual meeting.
If all the stockholders/members are present or duly represented and no one expressly states at the beginning of the meeting that purpose of attednance ist o object to transaction of business int he meeting.
Sir says important, acceptable way out of a situation where
Alternative modes of Communication -
Stockholders/Members may participate if so provided by the bylaws or,. authorized by majority of the board of directors.
If doing so, must notify in advance Presiding officer and corporate secretary, with Sec. noting the fact int he minutes of the meeting.
Right to Vote (Sec. 49)
- May be exercised either:
In Person
Through Proxy
Authorized by bylaws
- Either through remote communicatino or, in absentia
Note that if bylaws silent on voting through these modes, board may nevertheless allow pursuant to Sec. 57 and Sec. 23 of the RCC
Stockholders of Record (Simny Guy v. Guy)
- A person who desires to be recognized as a stockholder for the purpose of exercising stockholder's rights and must secure standing by having ownership of share recorded on the stock and transfer book.
Closure of Stock and Transfer Books -
Regular Meeting - At-least twenty days for regular meetings
Special meetings - at-least 7 days prior to scheduled date of meeting.
Stock & Transfer Book
- controlling record of who the actual shareholders are at a given point of time.
Importance of Closing prior to meeting - Generally, determines who has personality to attend or not Various reasons:
Establish who are entitled to notices
Establish what would the quorum requirement be
Establish who would be entitled to attend the meeting
Section 50. Place and Time of Meetings of Stockholders or Members
Section 51. Quorum in Meetings
- a quorum shall consist of the stockholders representing a majority of the outstanding capital stock pr a majority of the members in the case of nonstock corporations.
Unless otherwise provided in bylaws or RCC
Section 52. Regular and Special Meetings of Directors or Trustees; Quorum
Section 53. Who Shall Preside at Meetings
- - The chairman or, in his absence, the president shall preside at all meetings of the directors or trustees as well as of the stockholders or members, unless the bylaws provide otherwise.
Section 54. Right to Vote of Secures Creditors and Administrators
-
GR
- In shares subject to security interests, the stockholder-grantor shall have the right to attend and vote at stockholder meetings.
XCPN
- The Stockholder-grantor expressly gives the right in writing, recorded int he appropriate corporate books.
2 more items...
Quorum
- a majority of the directors or trustees as stated in the articles of incorporation shall constitute a quorum to transact corporate business,
Majority of Quorum
- and every decision reached by at least a majority of the directors or trustees constituting a quorum, except for the election of officers which shall require the vote of a majority of all the members of the board, shall be valid as a corporate act.
Place
- be held in the principal office of the corporation as set forth in the articles of incorporation, or if not practicable, in the city or municipality where the principal office of the corporation is located:
Provided, That any city of municipality in Metro Manila, Metro Cebu, Metro Davao, and other Metropolitan areas shall, for purposes of this section, be considered a city or municipality.
Notice Requirement
- 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.
Contents of Notice
-
(a) The agenda for the meeting;
(b) A proxy 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.
Improperly Called Meeting
- All proceedings and any business transacted at a meeting of the stockholders or members, if within the powers or authority of the corporation, shall be valid even if the meeting is improperly held or called:
Provided, That all the stockholders or members of the corporation are present or duly represented at the meeting and not one of them expressly states at the beginning of the meeting that the purpose of their attendance is to object to the transaction of any business because the meeting is not lawfully called or convened.
Agendas in Regular Meetings -
Sir: Annual Meeting should not be beyond April 15, if not on any date before April 15
You need approval/requirements before April 15. Otherwise, if annual meeting after then effectively, a twice a year shareholders meeting. As it is a rqeuirement that audited financail statements ought to have been rpesented to shareholders/members.
Corporate Acts requiring Stockholder's approval in Meetings called for that purpose:
By a Maority Vote of the Oustanding Capital Stock
-
To Enter into Management Contract
(Sec. 43)
To amend or repeal bylaws
Sec. 47
To dissolve a corporation when creditors are not affected
Sec. 134
By 2/3 of Outstanding Capital Stock
-
To amend the articles of incoproration;unless written assent is allowed Sec. 15
Extend or Shorten Corporate Term Sec. 36
Increase or decrease capital stock/create bonded indebtedness
To amend AOI to deny pre-emptive right Sec. 38
Sell or Dispose all/Substantiall all corporate assets Sec. 39
To vinest corporate funds in another corporation/business/for any other purpose, Sec. 41
To declare Stock dividends Sec. 42
Enter into management contract Sec. 43
Merger or Consolidation Sec. 75
Dissolution; If creditors are affected Sec. 135
Exception; Instances where Stockholders may act without Concurrence or Board Resolutions
Note: When RCC says board of trustees/approval - This refers to a resolution.
If the RCC makes reference to anything that requires shareholder's approval, there has to be a resolution passed by the shareholders/members, as typically evidenced by (a) Internal minutes; (b) Corporate Sec. who has custody of corporate records issues certification based on what is set out in the minutes
Amendment of Corporate Name in effect amends the bylaws as well since bylaws at hte top indicates name of the corporation.
Proxy Attendance/Voting -
Board Meeting - No proxy voting by directors and trustees
Shareholder Meeting - Proxy voting by directors and trustees allowed.
Rationale on Director Prohibition
- In person, or alternative modes because personally appointed by the shareholders.
Minutes of Meetings
-
GR - Prima facie evidence of what actually took place during meeting
XCPN - Evidence that other directors and other corp sec refused to sign (this is why get everyone to sign)
Official when: officially adopted and signed by corpsec; Attested to byt he chairman
Presiding Officer
- Chairman, in the absence, the president.
Longstanding practice that it is the chairman, out of respect daw
If none, then stockholder who takes the floor may do so.
If no person is authorized to call a meeting, petitiong stockholder or member authorized by the SEC to call