SEC.

49 stockholders or members although In absence of quorum no action can be taken Revocable anytime unless made irrevocable
SEC. 50 expressed elsewhere than a meeting. except to adjourn by the giver. Revocation made by notifying
1. less than number required by law the proxy holder of the same or by signing a
Kinds of Meetings 3. in any case mentioned. Any action taken 2. any number but at least 2 new proxy in favor of another or by
1. meetings of stockholders or members by the diretors of a close corporation without 3. a majority of outstanding capital stock or attending the meeting and voting oneself.
a meeting shall be nevertheless be deemed members
a. regular or those held annually on a date valid unless provided in the by laws. 4. where withdrawal leaves less than a Proxy becomes irrevocable when coupled
fixed in the by-laws or if not so fixed on any quorum previously declared. with interest – meaning the proxy holder has
date in April of every year as determined by REQUISITES FOR A VALID MEETING OF given or promised the stockholder a
the board of directors or trustees. STOCK HOLDERS OR MEMBERS GREATER VOTING REQUIREMENT consideration in return of the irrevocable
1. must be held in proper place Corp may prescribe greater voting proxy.
b. special or those held at any time deemed 2. held at the stated date abd time at the requirement for the approval of any of the
necessary or approved by the by-laws. appointed time or at reasonable time above corporate acts in articles of SEC. 59
thereafter. incorporation and/or by laws in order to
2. meetings of directors or trustees 3. called by the proper person protect rights of minority of stockholders or Powers or rights if voting trustees
4. previous notice members. 1. Shall possess the right to vote and other
a. regular those held by the board monthly 5. quorum rights pertaining to the sahres so transferred
unless the by laws provide otherwise SEC. 53 and registered in his or their names subject
SEC. 51 SEC. 54 to the terms and conditions of and for the
b. special held by the board at any time upon period specified in the agreement.
the call of the president or as provided in the Call – exercised by the person who has the PRESIDING OFFICERS AT MEETINGS 2. may vote In person or by proxy unless
by laws. power to call the meeting. Consist of a 1. president/ chairman/ vice-chairman agreement provides otherwise,
direction to the secretary of labor of the 2. stockholder or member in a temporary 3. may exercise like transferor, the rights of
President shall preside at all meetings of corporation to notify the stockholders or capacity inspection of all corporate books and records
directors or trustees and of the stockholders members of the meeting. 3. stockholder or member chosen 4. trustee is the legal title holder or owner of
or members unless provided in the by laws the shares so transferred under the
and subject to the provisions. Thus by laws Notice – writing informing the stockholders SEC 55 agreement. He is therefore qualified as
may provide that the chairman instead of the or members of the meeting. director.
president shall preside the board meetings. MANNER OF VOTING
PROPER PERSONS TO CALL FOR MEETING 1. directly LIMITATIONS ON VOTING TRUST
NECESSITY OF MEETINGS 1. designated in the by-laws 2. indirectly through representative AGREEMENT
Corporate powers are vested in the board of 2. in absence of such provision the meeting a. means of proxy 1. no voting trust agreement
directors or trustees and/or members as a may be called by a director or trustee or by b. trustee under voting trust agreement a. for a period exceeding 5 years , period may
body not as individuals. an officer entrusted with the management of c. executors, administrators, receivers or exceed but shall automatically expire upon
the corp. unless otherwise provided by a law. other legal representatives duly appointed by full payment of the loan.
1. meetings of stockholders or members- 3. stockholder or member may make the call the court. Voting may be either straight or b. for purposes of circumventing the law
fundamental rule in corporation law that on order of the SEC whenever for a cause cumulative against monopolies and illegal combinations
unless the statute otherwise provides, there is no person authorized to call. in restraint of trade.
stockholders can act only in meetings 4. special meeting for removal of directors or SEC. 56 2. agreement must not be used for purposes
properly convened and assembled. The trustees may be called by the secretary of SEC.57 of fraud
written assent of a majority of shareholders the copr. Or by a member as provided. SEC. 58 3. agreement must be inn writng and
without a meeting to a matter requiring notarized and specify the terms and
action by them is not sufficient. NOTICE OF MEETING IS REQUIRED .Proxy is a term used, designates the formal; conditions
written authority given by the owner or 4. certified true copy must be filed at SEC
The rule lies in the protection to the REQUISITES FOR MEETING holder of the stock who has a right to vote it otherwise ineffective and unenforceable
stockholders accorded by the giving of notice 1. issued by one who has authority to issue it or by a member as principal to another 5. agreement shall be subject to examination
and opportunity to attend , discuss and vote 2. be in writing person as agent to exercise the voting rights by any stockholder of the corp. in the same
at a meeting. 3. state the date , time, place of the meeting of the former. manner as any other corporate book or
unless otherwise provided record.
2. meetings of directors or trustees – 4. state business to be transact thereat Used to apply to the holder of the authority 6. unless expressly renewed all rights granted
similarly as agents of the corporation 5. sent as a certain time before the or the person authorized by an absent in the agreement shall automatically expire
managing its affairs the directors or trustees scheduled meeting as fixed by law stockholder or member to vote for him at a at the end of the agreed period.
can only exercise their powers as a board not 6. notice must comply with any other stockholders or members meeting.
individually or separately. The law proceeds requirements prescribed by law or by-laws of
upon the theory that directors or trustees corp. Refer to the instrument which evidences the
shall meet and counsel with each other and authority of the agent.
that any determination affecting the corp. Substantial compliance is sufficient
shall only be arrived at after consultation at a LIMITATIONS
meeting of the board upon notice to all Notice should state the purpose for which 1. proxies must be in writing signed by the
attended by at least a quorum of its the meeting is called. stockholder or member and filed before the
members. scheduled meeting with the corporate
If the meeting is held at unauthorized place secretary.
EXCEPTIONS TO THE RULE or without proper notice and not all 2. unless otherwise provided in the proxy, it I
1. corp. may amend articles of incorporation stockholders or members were present those valid only for the meeting for which it is
by a majority vote of the board of directors who have a right to complain may take steps intended.
or trustees and the vote or written assent of to set aside any action taken at such 3. continuing proxy must be for a period not
2/3rd of the outstanding capital stock. Thus a meetings even though a majority a majority exceeding 5 years at any one time otherwise
meeting of stockholders is not necessary. of the stockholders or members were it shall not be valid and effective after such
present. period.
2. evident that a corporation will be bound
by the unanimouns act or agreement of its SEC. 52 Directors or trustees cannot attend or vote
by proxy at board meetings.