TITLE VI 7.

Attendance record – For board,

MEETINGS committee, and stockholder meetings.
8. Board performance evaluation –
Criteria and process for assessment.
Section 48. Kinds of Meetings. - Meeting of the 9. Compensation report – For
directors, trustees, stockholders, or members directors/trustees.
may be regular or special. 10. Disclosures – Self-dealings and related
party transactions.
11. Profiles of candidates for election or re-
Section 49 election to the board.
Regular and Special Meetings of Stockholders or Stockholders/members can also propose agenda
Members. items during the meeting.

1. Regular meetings 2. Special meetings

• When held: • Can be held anytime if needed or as
o Every year on a date set in the stated in the bylaws.
bylaws. • Notice period: At least 1 week before,
o If not in the bylaws, then any date unless the bylaws or law say otherwise.
after April 15 as decided by the • Any stockholder/member may request a
board. special meeting and propose agenda
• Notice: items.
o Written notice can be sent via
email or other SEC-approved 3. Waiving notice
methods. • A stockholder/member can waive notice
At the regular meeting, the board should in writing or by attending the meeting
present: (except if they attend only to object
1. Minutes of the last meeting, including: because the meeting was not legally
o How voting was done and called).
counted. • General waivers in the bylaws or
o Opportunities for questions, plus incorporation papers are not allowed.
the record of Q&A.
o Topics discussed and decisions 4. If meetings aren’t called
made. • If the authorized person refuses or fails to
o Voting results for each agenda call a meeting, the SEC can allow a
item. stockholder/member to call it.
o List of attendees • That person presides until the attendees
(directors/trustees, officers, choose a presiding officer.
stockholders/members).
o Any other SEC-required 5. Record closing period
information. • Unless the bylaws give more time:
2. Members list (for non-stock o For regular meetings:
corporations) or stockholder info (for stock/membership book closes at
stock corporations) and their voting least 20 days before.
rights. o For special meetings: closes at
3. Performance report – A clear and least 7 days before.
balanced review of the company’s
performance, including major changes in 6. Postponements
business strategy. • If a regular meeting is postponed, written
4. Financial report for the previous year – notice with the reason must be sent at
signed financial statements, statements least 2 weeks before the new date (unless
on internal controls, and audit fees. the bylaws/law require a different
5. Dividend policy – Including reasons if period).
no dividends were paid.
6. Director/trustee profiles – 7. Voting
Qualifications, experience, service • Voting rights can be used:
length, training, and other board o In person
positions. o Through remote
communication
 o In absentia Section 51. Quorum in Meetings. - Unless
• SEC will set rules for remote/absent otherwise provided in this Code or in the
voting based on company size, number of bylaws, a quorum shall consist of the
members, structure, and shareholder stockholders representing a majority of the
protection. outstanding capital stock pr a majority of the
members in the case of nonstock corporations.

Section 52
Section 50 Regular and Special Meetings of Directors or
Place and Time of Meetings of Stockholders or Trustees; Quorum
Members.
1. Quorum and decision-making
1. Where meetings are held • A quorum (minimum needed to do
• Regular or special meetings must be held business) is more than half of the total
at the corporation’s principal office (as number of directors/trustees stated in the
stated in the Articles of Incorporation). Articles of Incorporation, unless the
• If that’s not possible, the meeting can be articles or bylaws require more.
held anywhere in the same city or • If there’s a quorum, decisions made by a
municipality as the principal office. majority of those present are valid
• In places like Metro Manila, Metro corporate acts.
Cebu, Metro Davao, and other metro • Exception: Electing corporate officers
areas, the whole metropolitan area is needs the vote of a majority of all board
considered one “city or municipality” for members, not just those present.
this rule.
2. Regular board meetings
2. Notice of the meeting • Held every month unless the bylaws say
• Sent using the communication method otherwise.
stated in the bylaws.
• Must clearly state the time, place, and 3. Special board meetings
purpose of the meeting. • Can be called anytime by:
o The president, or
3. What must be included with the notice o As provided in the bylaws.
1. The agenda – list of topics to be
discussed. 4. Meeting location & notice
2. A proxy form – for those who want • Board meetings can be held anywhere in
someone else to vote on their behalf (must or outside the Philippines, unless the
be sent to the corporate secretary ahead of bylaws say otherwise.
time). • Notice (date, time, place) must be sent to
3. Remote voting instructions – if remote all board members at least 2 days before
participation or voting in absentia is the meeting, unless the bylaws require
allowed, include the requirements and more time.
steps. • Directors/trustees can waive the notice,
4. Election procedures – if explicitly or by implication.
directors/trustees will be elected, include
nomination and election rules. 5. Attendance & voting
• Board members cannot vote by proxy.
4. Validity of business transactions • If they can’t attend in person, they may
• Even if a meeting was called or held participate and vote via remote means
improperly, the decisions made are still (videoconferencing, teleconferencing,
valid if: etc.), as long as they can reasonably
o All stockholders or members are participate in the discussion.
present or represented, and
o No one states at the start that 6. Conflict of interest rule
they’re attending only to object • If a director/trustee has a personal
because the meeting was not interest in a related party transaction, they
properly called. must not vote on it.
 • They must still follow Section 31’s rules • “And/or” joint ownership → either
on handling conflicts of interest. person alone can act.

Section 56. Voting Right for Treasury

Section 53. Who Shall Preside at Meetings. - Shares. - Treasury shares shall have no voting
The chairman or, in his absence, the president right as long as such shares remain in the
shall preside at all meetings of the directors or Treasury.
trustees as well as of the stockholders or
members, unless the bylaws provide otherwise.

Section 57
Section 54 Manner of Voting; Proxies
Right to Vote of Secures Creditors and
Administrators. 1. Ways to vote
• In person – the stockholder/member is
1. When shares are used as collateral physically present.
• If a stockholder uses their shares as • By proxy – someone else votes on their
security (like collateral for a loan), the behalf.
original stockholder still has the right to • Through remote communication or in
attend and vote in stockholder meetings. absentia – allowed if:
• Exception: The stockholder can give this o It’s authorized in the bylaws or by
right to the creditor in writing, and it must majority approval of the board.
be recorded in the corporation’s records. o The votes are received before vote
counting ends.
2. Court-appointed representatives
• If a stockholder or member is represented 2. Effect on quorum
by an executor, administrator, receiver, • Anyone voting remotely or in absentia is
or other court-appointed legal counted as present for determining
representative, that person can attend quorum.
and vote at meetings without a proxy.
3. Remote/absent voting procedures
• The corporation must set clear
requirements and steps for this type of
Section 55 voting, considering:
Voting in Case of Joint Ownership of Stock
o Company size
o Number of stockholders/members
1. Joint ownership of shares
o Structure
• If two or more people jointly own shares,
o Shareholder rights protection
all of them must agree before those
shares can be voted.
4. Proxy rules
• Exception: They can sign a written
• Must be in writing, signed, and filed by
proxy (signed by all co-owners) allowing
the stockholder/member.
one or more of them—or even someone
• Format must follow what’s allowed in the
else—to vote the shares.
bylaws.
• Must be received by the corporate
2. “And/Or” ownership
secretary within a reasonable time
• If the shares are registered under “and/or”
before the meeting.
(e.g., “Juan and/or Maria”), any one of the
• Unless stated otherwise, a proxy is valid
joint owners can vote the shares or appoint
only for that specific meeting.
a proxy without needing the others’
• No proxy can be valid for more than 5
consent.
years at a time.
This rule basically says:
• Normal joint ownership → unanimous
consent is needed.
 Section 58 o Voting trust rights automatically
Voting Trusts expire.
o Voting trust certificates and
1. What a voting trust is trustee stock certificates are
• One or more stockholders can sign an cancelled.
agreement giving a trustee (or trustees) o New stock certificates are issued
the right to vote their shares and exercise back to the original owners
other shareholder rights. (trustors).
• Normally lasts up to 5 years.
• Exception: If the voting trust is required 8. Voting by trustees
in a loan agreement, it can last more than • Trustees can vote by proxy or in any way
5 years, but it ends automatically once the allowed by the bylaws, unless the voting
loan is fully paid. trust agreement says otherwise.

2. Requirements for validity

• Must be written and notarized.
• Must clearly state the terms and
conditions.
• A certified copy must be filed with:
1. The corporation, and
2. The SEC.
• If not filed, the agreement is invalid.

3. Effect on stock certificates

• Original stock certificates are cancelled
and replaced with new ones in the
trustee’s name.
• Corporate books must note that the shares
are under a voting trust agreement.
• Trustees must give the original owners
voting trust certificates, which can be
transferred like regular stock certificates.

4. Rights to inspect records

• The voting trust agreement on file with the
corporation can be examined by any
stockholder.
• Both the original owner (trustor) and the
trustee(s) can inspect corporate books and
records.

5. Adding more shares to the trust

• Other stockholders can join the same
voting trust if they agree to its terms.
• Once they join, they’re bound by the
agreement.

6. Legal limits
• Voting trusts cannot be used to:
o Break anti-competition laws,
o Abuse market dominance,
o Bypass nationality or ownership
restrictions,
o Commit fraud.

7. Expiration
• When the term ends (unless renewed):