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CORPO - Title X - XI Appraisal Right NonStock Corporations - Coggle…

- - - - Section 82. Effect of Demand and Termination of Right. -
        
        GR - All rights accruing to such shares shall be suspended from time of demand to abandonment of the corporate action or payment of fair value
        
        XCPN - Right to receive payment of fair value.
        
        If non-payment within 30 days after the award, the voting and dividend rights immediately restored.
        
        Section 83. When Right to Payment Ceases
        
        Section 84. Who Bears Costs of Appraisal. -
        
        GR - Corporation.
        
        XCPN - Fair value is approximately the same price which the corporation may have offered to pay the stockholder, here stockholder bears them.
        
        In actions to recover fair value, costs and expenses assessed against the corporation unless there is unjustified refusal to receive payment by stockholder.
        
        Section 85. Notation on Certificates; Rights of Transferee. - Within ten (10) days after demanding payment for shares held, a dissenting stockholder shall submit the certificates of stock representing the shares to the corporation for notation that such shares are dissenting shares.
        
        Failure to do so shall, at the option of the corporation, terminate the rights under this Title. If shares represented by the certificates bearing such notation are transferred, and the certificates consequently cancelled, the rights of the transferor as a dissenting stockholder under this Title shall cease and the transferee shall have all the rights of a regular stockholder; and all dividend distributions which would have accrued on such shares shall be paid to the transferee.
        
        Enumeration -
        
        Demand for payment is withdrawn with the consent of the corporation
        
        If the proposed corporate action is abandoned or rescinded by the corporation or disapproved by the SEC where such approval is necessary
        
        If the SEC determines that such stockholder is not entitled to the appraisal right
        
        If the dissenting stockholder is not paid the value of the said shares within 30 days after the award, the voting and dividend rights shall immediately be restored
        
        Retroactive Effect of Dividends - Divina comment, if appraisal right ceases, it retroacts with respect to dividends.
        
        XCPN - If not paid within 30 days, right to dividends only prospective Q. why doe
      - Requisites -
        
        Can only be exercised in cases specified by law
        
        Dissenting stockholder must have voted against a proposed corporation action specified by law
        
        Stockholder must make written demand on the corp for payment of fair value of shares held within 30 days from date on which vote was taken
        
        If proposed corporation action is implemented, corp shall pay stockholder, upon surrender of certificate/s of stock representing stockholder’s shares, fair value as fo day before vote was taken, excluding any appreciation or depreciation in anticipation of corporate action
        
        Fair value must be determined in accordance with mechanism set forth by law
        
        Within 10 days after demanding payment of shares held, dissenting stockholder shall submit certificates of stock to corp for notation that such shares are dissenting shares. Failure to do so shall, at the option of corp, terminate appraisal right
        
        Availability of unrestricted retained earnings
        
        Presence of Stockholder - The stockholder must be present in the meeting where the proposed corporation action was taken up in cases where a stockholder's meeting is required to approvate such corporate act.
        
        Appraisal Right may be exercised in all corporate acts requiring a stockholder's meeting.
    - - Amendment of AOI - Examples:
        
        Denial of Pre-emptive right
        
        Creating shares which are given preferences in payment of dividends or in distribution of assets or other preferences as may be indicated in amendment to AOI
        
        This is because the owners of existing shares would be adversely and seriously affected.
        
        Converting non-voting preferred shares to voting shares
        
        Making no-voting redeemable preferred shares into convertible voting shares in case of non-redemption of redeemable shares
      - When Return of Capital Allowed without Violation of Trust Fund Doctrine -
        
        Declaration of Dividends
        
        Liquidation/Dissolution
        
        Appraisal Right
        
        Decrease in Capital Stock
- - - - CHAPTER I MEMBERS
        
        Section 88. Right to Vote -
        
        Section 89. Nontransferability of Membership. - Membership in a nonstock corporation and all rights arising therefrom are personal and nontransferable, unless the articles of incorporation or the bylaws otherwise provide.
        
        Section 90. Termination of Membership. - Membership shall be terminated in the manner and for the cause provided in the articles of incorporation or the bylaws. Termination of membership shall extinguish all rights of a member in the corporation or in its property, unless otherwise provided in the articles of incorporation or the bylaws.
        
        Number of Votes -
        
        GR - Each share will be entitled to vote, regardless of class.
        
        XCPN - Otherwise limited, broadened or denied by the AOIs and bylaws.
        
        Voting by Proxy -
        
        GR - member may vote by proxy
        
        XCPN - otherwise provided by bylaws/AOI
        
        For voting by remote communication and in absentia, bylaws may be likewise authorized.
        
        Quorum Requirement - 50% + 1 of the total interest of all members entitled to vote and non-delinquent (unless bylaws provide otherwise)
        
        CHAPTER II TRUSTEES AND OFFICERS
        
        Section 91. Election and Term of Trustees -
        
        Section 92. List of Members and Proxies, Place of Meetings
        
        Place of Meeting - Shall be within Philippine Territory.
        
        GR - should be conducted in the place specified in the by-laws of the corporation.
        
        BL may provide that the members may hold their regular or special meetings at any place even outside the place where the principal office of the corporation is located:
        
        Provided, That proper notice is sent to all members indicating the date, time and place of the meeting:
        
        The corporation shall, at all times, keep a list of its members and their proxies in the form the Commission may require.
        
        The list shall be updated to reflect the members and proxies of record twenty (20) days prior to any scheduled election.
        
        Fixed Number - Fixed in AOI or Bykaws, no more than (15).
        
        Length of Term - Not more than (3) years until their successors are elected and qualified. a
        
        Residual Term - Trustees elected to fill vacancies occurring before the expiration of a particular term shall hold office for the unexpired period.
        
        Whom Qualified -
        
        GR - only a member of the corporation shall be elected as trustee.
        
        XCPN - Except with respect to independent trustees of nonstock corporations vested with public interest
        
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        CHAPTER III
        DISRIBUTION OF ASSETS IN NONSTOCK CORPORATIONS
        
        Section 93. Rules of Distribution
        
        Section 94. Plan of Distribution of Assets - A plan providing for the distribution of assets, consistent with the provisions of this Title, may be adopted by a nonstock corporation in the process of dissolution in the following manner:
        
        GR - Follows the order of distribution if undergoing dissolution:
        
        (a) All liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor:
        
        (b) Assets held by the corporation upon a condition requiring return, transfer or conveyance, and which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements;
        
        (c) Assets received and held by the corporation subject to limitations permitting their use only for charitable religious, benevolent, educational or similar purpose, but NOT held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one (1) or more corporations, societies or organizations engaged in activities in the Philippines substantially similar to those of the dissolving corporation according to a plan of distribution adopted pursuant to this Chapter;
        
        (d) Assets other than those mentioned in the preceding paragraphs, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws, to the extent that the articles of incorporation or the bylaws extent that the articles of incorporation or the bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution; and
        
        (e) In any other case, assets may be distributed to such person, societies, organizations or corporations, whether or not organized for profit, as may be specified in a PLAN of distribution adopted pursuant to this Chapter.
        
        XCPN - Otherwise provided under Sec. 139
      - Common Features of Non-Stock Corporations -
        
        No Dividends
        
        May not lawfully engage in business activities for profit
        
        May realize profit incidental to the objects and purposes of the corporation and those stated in its articles of incorporation.
        
        Such incidental realization does not convert it into a profit-making corporation.
        
        Treatment of Profits - Forms part of the income of the corporation and can be used to invest in shares of stock, bonds and other securities provided that:
        
        Allowed by the AOI (investment)
        
        Income from such investments is used in furtherance of the purpose for w/c the NSC was organized
      - No squeeze out provisions in RCC unlike OCC.