BOD/T
SH
Non-voting
Vote required
4. To amend its articles of incorporation in accordance with the provisions of this Code.
Majority Vote of the Board
Yes
Yes. Sec 6(1)
Vote or written assent of SH representing at least 2/3 of the the OCS or 2/3 of members (Sec. 16)
5. To adopt by-laws not contrary to law, morals and public policy and to amend or repeal the same in accordance with this Code.
Majority Vote of the Board
Yes
Yes. Sec 6(2)
To adopt: Affirmative Vote of SH representing at least a majority of the OCS or members. To amend: Majority vote; To delegate to board: Owners of 2/3 of OCS or members. To revoke: SH representing majority of OCS shall so vote. (Sec46, 48)
Corporate Powers: Capacity (Sec. 36)
Power
Meeting
Notice
Appraisal
and
1. To sue and be sued in its corporate name
2. Of succession by its corporate name for the period of time stated in the articles of incorporation and certificate of incorporation 3. To adopt and use a corporate seal.
6. In case of stock corporation, to issue and sell stocks to subscribers and sell treasury stocks in accordance with the provisions of this code, and to admit members in case of non-stock corporation.
Without predjudice to appraisal right (Sec. 16)
7. To purchase, receive, take, grant, hold, convey, sell, lease, pledge, mortgage and otherwise deal with such real and personal property, including securities and bonds of other corporation, as the transaction of the lawful business of the corporation may reasonably and necessarily require, subject to the limitations prescribed by law and the constitution.
8. To enter into merger and consolidation with other corporatio as provided in this Code.
9. To make reasonable donations, including those for public welfare, or for hospital, charitable, cultural, scientific, civic or similar purposes; Provided that no corporation, domestic or foreign shall give donation in aid of any political party or candidate, or for the purposes of partisan political activity.
10. To establish pension, retirement, and other plans for the benefit of its directors, trustees, officers and employees. 11. To exercise such other powers as may be essential or necessaary to carry out its purpose or purposes as stated in the articles of incorporation.
Majority Vote of the Board
G.R. No (Sec. 40 par 4)
BUT BOD may sell
EXN: All or substantially all (Sec. 40)
…
without
authorization of SH if same is necessary for in the usual and regular course of business of the corp. OR if the proceeds of the sale/disposition be appropriated for the conduct of remaining business (Sec. 40) Upon approval by majority vote of each of the board of Dir/Trustees
Yes
Yes. Sec 6(3)
Vote of at least 2/3 of the OCS or members if SLEXMPO of all or substantially all of its property or assets (Sec. 40)
SLEXMTPMO of all or substantially all of corporate property and asssets (Sec. 40, 81)
Yes. Sec 6 (6)
Affirmative Vote of SH representing at least 2/3 of the OCS/members
Any dissenting may exercise his appraisal right
BOD/T Articles of Incorporation
SH
Non-voting
Vote required
Meeting
Notice
Appraisal
Always votes
Votes bec. Sec 6 (1)
GR: 2/3
GR: Vote in a meeting or written assent
GR: Yes appraisal except minor
Ratified at a meeting by SH representing at least 2/3 of the OCS/members (Sec. 37)
Sec. 37
Dissenting SH may exercise his right of appraisal (Increase: Sec. 37; Decrease: Sec. 81)
1. Name of the Corporation.
2. Specific purpose or purposes of the corporation (if more than 1, indicate primary purpose)
3. Place of Principal office, which must be located within the PH.
4. Term for which corporation is to exist
Approved by a Majority Vote of the board
5. Names, nationalities residences of incorporators.
-
and
6. Numbers of directors/trustees which must not be less than 5 but not more than 15. 7. Names, nationationalities and residences of the persons who shall act as directors and trustees until the first regular dir/trustees shall be elected and qualified in accordance with this code.
8. If it be a stock corporation, the amount of authorized capital stock in lawful money of the Philippines, the # of shares into which it is divided, and in case of par value shares, its par value the names, nationalities, and residences of the ORIGINAL subscribers and the amount subscribed and paid by each on his subscription; and if some or all are shares without par values, such fact must be stated. 9. If it be a non-stock corporation, the amount of capital, and the names, nationalities, and residences of the contributors and the amount contributed by each.
10. That at least 25% of the authorized capital stock has been subscribed.
11. That the subscribers have paid at least 25% of the total subscription.
Majority vote of the Board
Increase or decrease its capital stock: (sarado) 2/3 of the OCS shall vote in favor (Sec. 38)
12. That ___ has been elected as Treasurer by the subscribers, and authorized to receive for and in the name and for the benefit of the corporation, all subscriptions or contributions or donations paid or given by the subscribers or members. 13. That no transfer of stock or interest which will reduce the ownership of Filipino citizens to less than the required percentage of capital stock as provided by law, shall be allowed or permitted to be recorded in the proper books of the corporation and this restriction shall be indicated in all stock certificates issued by the corporation.
BOD/T
SH
Non-voting
Vote required
Meeting
Notice
App raisal
Sec. 37 Power to extend or shorten corporate term
Approved by a Majority Vote of the board
Yes
Yes. Sec. 6 (8)
Ratified at a meeting by SH representing at least 2/3 of the OCS/members (Sec. 37)
Meeting
Dissenting SH may exercise his right of appraisal (extension: Sec. 37; Decrease: Sec. 81)
Sec. 38 Power to increase/decrease capital stock ; incur create, or increase bonded indebtedness
Majority vote of the board
Yes
Yes. Sec 6 (4) (5)
[sarado]2/3 favour
Meeting duly called for
Written notice of proposed action and time and place of meeting addressed to each SH at place of res. Shown in books (mail /personal) Same as above
OTHER POWERS
of
OCS
shall
Nothing mentioned Sec. 37;
in
at least 2/3 of member for bonded indebtedness Sec. 39 Power to deny pre-emptive right (Deny in AOI or amendment thereto) Sec. 40 Sale or disposition (of all or substantially all) assets as its board may deem expedient
Majority vote of the board BUT BOD may sell …
without
authorization of SH if same is necessary for in the usual and regular course of business of the corp. OR if the proceeds of the sale/disposition be appropriated for the conduct of remaining business
Yes
Yes Sec. 6 (3)
Authorized by vote of SH rep. at least 2/3 of the
Meeting duly called for
Same as above
Dissenting SH may exercise his right of appraisal (Sec. 40; Sec. 81 (2)
Sec. 42 Power to invest Corporate funds in another corporation or business or for any purpose other than the primary purpose.
Where investment is reasonably necessary to accomplish its primary purpose as stated in AOI, SH approval shall not be necessary (Majority of board)
Sec. 43 Power of STOCK Corporations to declare STOCK
If cash/prop divs – no need for SH approval
Sec 44 Power to enter into management contract (lease of service, not agency! So not terminated at will)
Approved by the board
Sec. 62 Fixing price of no-par shares
Yes Sec. 6(7)
Ratified by SH representing at least 2/3 of the OCS or members
STOCK: Yes
No.
Not less than 2/3 of OCS
Yes.
No.
At least the majority of OCS /members.
YES
No.
IF: SH same interest in managed/managing and owns or control 1/3 of total OCS entitled to vote of managing; OR Majority of board of managing is Majority of managed = approval needed is at least 2/3 of the OCS entitled to vote or members At least Majority of the OCS
Any dissenting SH shall have appraisal right (Sec. 42 *note: not in Sec. 81)
Yes.
Sec. 30 Fixing Directors
Compensation
Yes.
No.
At least majority of OCS
Yes in cases of: 1) Remaining dir not quorum 2) Removal 3) Expiration of term 4) vacancy due to increase in # of dir
No.
SH: Since electing DIR/Trustees (even if to serve for unexpired portion) – Plurality or highest # of votes
Sec. 28 Removal of Directors or Trustees
Yes
No.
Sec. 24 Election of Directors
Yes. Quorum: Majority of OCS/ members entitled to vote
No.
No.
No.
Sec. 29 Vacancies Directors
in
Sec. 25 Election of Officers
Office
of
of
GR: They will fill in vacancy Like Death, Resignation, Abandonment If remaining still constitutes quorum
Majority of all members of the BOARD
if DIR vote: filled by vote of at least a majority of the remaining dir. If still constituting a quorum At least 2/3 of OCS or members entitled to vote
HIGHEST # of votes
Stock corp: Meeting required Non-stock: May vote by mail (Sec. 89)
