Meetings

Stockholders/Members Meeting
Regular Meetings Special Meetings

1. Principal
Election of new board & officers Any Purpose authorized by law, AOI, or the bylaws
Purpose Ratification of corporate acts w/c require the convening of the
2. Secondary shareholders/membbers
Any other valid corporate agenda

Stock Corporation
City/Municipality of Principal office is Non-Stock Corporation
Venue
located Any place w/n the PH provided in the bylaws
If practicable in the principal office

When Annually Any time when deemed necessary or as provided in

Must given to SH/M at least 2 weeks prior to Must given to SH/M at least 1 week prior to the
Period of
Notice
the meeting. XPN: Provided in the meeting. XPN: Provided in the bylaws/Waived by
bylaws/Waived by the SH/M the SH/M
Who may call Regular/Special Meeting? BOD/BOT Meeting
In the following order: 1. when held?
1. Person authorized in the AOL/Bylaws 1. Regular Board Meeting - Monthly unless
2. Petitioning SH/M upon order of the SEC granting a provided in the bylaws
petition that shows a good caused thereof 2. Special Board Meeting - Any time upon
the call of the president or as provided
Who presides in Regular/Special Meeting?
In the following order: in the bylaws
2. Venue
1. Person authorized in the AOL/Bylaws
Anywhere in the PH unless provided in
2. President of the Corp.
the bylaws
3. Person chosen by majority of the SH/M from 3. Notice
among themselves written - at least 2 dayS prior to
4. Petitioning SH/M until a SH/M shall have been the meeting, unless provided in
chosen by a majority of the SH/M present in the bylaws or waived by the SH/M
meetings called by order of the SEC. 4. Who will preside?
Manner of Voting (SH/M) Director appointed as President
Stockholders may vote:
1. Directly - in person 5. Availability of Proxy
2. Indirectly - through representation Cannot attend/vote by proxy
By proxy
By a trustee under a voting trust agreement
By executor, administrators, receivers, or other legal
representatives duly appointed by the court
Members may Vote:
3. In any of the above
4. Remotely by Mail or similar means authorized in the bylaws
Voting Trust Agreement
Agreement in writing Power/Rights of Voting Trustees
Stockholder consent to transfer his shares to a trustees 1. Right to vote & other rights
in order to vest in the latter voting/other rights pertaining to the shares
pertaining to shares 2. May vote in person/proxy
Statutory Limitations: 3. Rights of Inspection of all Corp
1. Cannot exceed 5 years books & records
2. Agreement must not be used for purpose of fraud 4. Legal Title holder/owner
3. Must be in writing , notarized & specify the terms &
conditions
4. Certified copy of the agreement must be filed w/ the
corporation & SEC - otherwise ineffective &
unenforceable
5. Agreement shall be subject to examination by any
stockholder
6. Automatically expires at the end of the agreed period

Corporate Powers
Ultra Vires Doctrine
No Corp shall possess/exercise any corporate powers except those conferred by this code or by its
AOI & except such as necessary/incidental to the exercise of the powers so conferred.
Types of Ultra Vires Act. Classes of Corporate Powers
1. Acts done Beyond the powers of the Corp as provided 1. Express - expressly authorized by
in the law/AOI the Code, laws & its AOI/Charter
2. Acts/contracts entered in behalf of the Corp by person 2. Incidental - can exercise by the
who have NO AUTHORITY mere fact of its being a corporation
3. Acts/contracts which are per se illegal as being contrary or powers necessary to its
to law corporate existence
An Ultra Vires Act may be that of: 3. Implied - those that can be inferred
1. The Corporation
from/necessary for the exercise of
Not one of primary/secondary purposes stated in
the express powers
its AOI
Not reasonably implied/incidental to Corporate
powers
2. The BOD
Beyond the competence of the board
W/o the requisite quorum
W/o the requisite majority
W/o the concurrence of SH/M or in the manner
prescribed by law
Contravention of the AOI/Bylaws
3. The Corporate Officers
Not w/n the scope of their authority
General Powers and Capacity Specific Powers
1. To Purchase, receive, take or grant, hold, 1. Power to declare Dividends out of
convey, sell, lease, pledge, mortgage and unrestricted retained earnings
deal with real and personal property, 2. Power to Increase/Decrease Capital
securities and bonds; Stock / Power to Incur, Create or
2. For stock Corp - Issue and sell stocks to Increase Bonded Indebtedness
subscribers and treasury stocks; For non- 3. Power to Deny Pre-Emptive Right
stock corporations: admit members; 4. Sell, dispose, lease, encumber all or
3. To enter into Merger or consolidation; substantially all of corporate assets
4. To establish Pension, retirement, and other 5. Power to Acquire own shares
plans for the benefit of its directors, 6. Invest Corporate funds in another
trustees, officers and employees; corporation/business/other purpose
5. To Sue and be sued; 7. Power to enter into Management
6. To make reasonable Donations for public contract
welfare, hospital, charitable, cultural, 8. Extension / Shortening of Corporate
scientific, civic or similar purposes; Term
7. To exercise Other powers essential or
necessary to carry out its purpose;
8. Of Succession;
9. To adopt and use of Corporate seal;
10. To amend its AOI; and
11. To adopt its By-laws
 Corporate Dissolution and Liquidation
Two Steps in Corporate Dissolution Involuntary Dissolution
1. Termination of the corporate existence
1. Filing a verified complaint
2. Winding-up of its affairs, payments of debts &
2. Revocation of the AOI by the SEC
distribution of asset among SH/M & other
3. Quo warranto proceedings
persons interested.
Modes of Dissolution Grounds for Involuntary Dissolution
Voluntary Dissolution 1. Failure to organize & commence w/n 2
1. By Corporate Vote yrs from incorporation
2. By petition 2. Continuous non-operation for 5 yrs
3. By expiration of the original term - 3. Failure to file bylaws w/n 30 days from
deemed dissolved the day following issuance of Certificate of Incorporation
the last day of the Corp term. 4. Management committee/Rehabilitation
4. By expiration of a shortened Term Receiver found the continuation NO
5. By filing a declaration of dissolution in LONGER FEASIBLE
case of corporation sole
A. Voluntary Dissolution where no Creditors are affected Corporate Liquidation
1. Majority vote of BOD & SH/M meeting to adopt a resolution All assets are converted into
2. Notice of the corporators’ meeting - 30 days prior to the Liquid assets to facilitate
meeting; should be published for 3 consecutive weeks payment of obligations.
3. Must be approved by 2/3 OCS/Members
4. Copy of the Resolution - certified by majority of BOD/BOT &
countersigned by secretary - filed w/ the SEC
5. Certificate of Dissolution - issued by SEC