Title VI MEETINGS
on a showing of good cause
1. Purpose of meetings
Electing directors or trustees
Transacting some other business calling for
or requiring the action or consent of the
shareholders or members ( amendment of
the AOI and by- laws, sale or disposition of
all or substantially all corporate assets,
consolidation, merger, any other business
that may properly come before the
meeting)
2. Kinds of meetings of stockholders or
members
Regular or special
3. Necessity of meetings
 REGULAR MEETINGS of stockholders or
members
 shall be held annually on a
date fixed in the by-laws, or if
not so fixed, on any date in
April of every year as
determined by the board of
directors or trustees:
Provided,
 That written notice of regular
meetings shall be sent to all
stockholders or members of
record at least two(2) weeks
prior to the meeting, unless a
different period is required by
the by-laws.
 SPECIAL MEETINGS of stockholders or
members
 shall be held at any time
deemed necessary or as
provided in the by-laws:
Provided, however, That at
least one (1) week written
notice shall be sent to all
stockholders or members,
unless otherwise provided in
the by-laws.
 Notice of any meeting may
be waived, expressly or
impliedly, by any
stockholder or member.
 Whenever, for any cause,
there is no person
authorized to call a meeting,
the Secretariesand Exchange
Commission, upon petition
of a stockholder or member
therefor, may issue an order
to the petitioning
stockholder or member
directing him to call a
meeting of the corporation
by giving proper notice
required by this Code or by
the by-laws. The petitioning
stockholder or member shall
preside thereat until at least
a majority of the
stockholders or members
present have been chosen
one of their number as
presiding officer.
4. Requisites for a valid meeting of
stockholders or members
Requirements for stockholders' or members'
meetings
1. It must be held at the proper place;
2. It must be held at the stated date and at
the appointed time;
3. It must be called by the proper person;
4. The person or persons designated in the
by- laws have authority to stockholders or
members meeting;
5. In the absence of such provision in the by-
laws, it may be called by director or trustee or
by an officer entrusted with the management
of the corporation;
6. A petitioning stockholder or member may
make the call on order of the SEC whenever
for any cause, there is no person authorized
to call meeting or the person authorized
unjustly refuses to call a meeting:
7. There must be a previous notice; and
8. There must be a quorum.
5. When is the regular meeting of
stockholder or member?
o Shall be held annually on the date
fixed in the bylaws,
o or if not, so fixed, on any date after
April 15 of every year as determined
by BOD or BOT.
6. What is required to be sent to all
stockholders in relation to the
meeting
A written notice shall be sent to all
stockholders or members of record before the
 regular or special meetings.
7. Can the meeting be postponed? What is
the rule?
Yes. A meeting can be postponed and
in case of postponement of stockholders’ or
members’ regular meetings
Rule: written notice thereof and the reason
therefore shall be sent to all stockholders or
members of record of at least 2 weeks prior to
the date of the meeting, unless a different
period is required under the bylaws, law or
regulation.
8. What should be attached to each notice
of meeting?
Each notice of meeting shall further
be accompanied by the following:
o The agenda for the meeting
o A proxy form which shall be
submitted to the corporate
secretary within a reasonable
time prior to the meeting
o When attendance,
participation, and voting are
allowed by remote
communication or in absentia,
the requirements and
procedures to be followed
when a stockholder or
member elects either option.
o When the meeting id for the
election of directors or
trustees, the requirements
and procedure for nomination
and election.
9. Place and time of meeting of
stockholders or members?
Stockholders’ or members’ meeting,
whether regular or special:
o Shall be held at the principal office of
the corporation as set forth in the
articles of incorporation, or if not
applicable in the city or municipality
where the principal office of the
corporation is located: Provided, that
any city or municipality in metro
manila, metro cebu, metro davao, and
other metropolitan areas shall, for
purposes of this section, be
considered a city or municipality.
o Notice of the meeting shall be sent
through the means of communication
provided in the bylaws, which notice
shall state the time, place, and
purpose of the meetings.
10. For regular meetings - schedule, place, and
when will the notice be sent?
Place: shall be held at the principal office of
the corporation as set forth in the articles of
incorporation, or if not applicable in the city
or municipality where the principal office of
the corporation is located.
Schedule: Annually, on the date fixed in the
bylaws, or if not, so fixed, on any date after April
15 of every year as determined by BOD or BOT.
Notice: A written notice of regular meetings
shall be sent to all stockholders or members of
record at least 21 days prior to the meeting,
unless a different period is required in the
bylaws, laws or regulations.
11. For special meetings - schedule, place, and
when will the notice be sent?
Place: shall be held at the principal office of the
corporation as set forth in the articles of
incorporation, or if not applicable in the city or
municipality where the principal office of the
corporation is located.
Schedule: any time deemed as necessary or as
provided in the bylaws.
Notice: written notice shall be sent to all
stockholders or member at least 1 week, unless a
different period is provided in the bylaws, law or
regulation.
12. Proper person to call meetings?
The person or persons designated in
the bylaws have authority to call
stockholders or members meeting. In the
absence of such provision in the bylaws, it
may be called by a director or trustees or by
an officer entrusted with the management
of the corporation.
13. Can the notice be waived?
Yes, it may be waived, expressly or
impliedly, by any stockholder or member:
Provided, that general waiver of notice in the
articles of incorporation or bylaws shall not be
allowed: provided, further, that attendance at
a meeting shall constitute a waiver of notice of
such meeting, except when the person attends
a meeting for the express purpose of objecting
to the transaction of any business because the
 meeting is not lawfully called or convened.
14. What is the quorum required in meetings
of stockholders or members?
Unless otherwise provided in this code
or in the bylaws, a quorum shall consist of the
stockholders representing a majority of the
outstanding capital stock or a majority of the
members in the case of nonstock corporation.
For nonstock corporation, the majority of
members representing the actual number of
voting rights, not the number or numerical
constant that may originally be specified in the
articles of incorporation, constitute a quorum.
For stock corporation, quorum is based on the
totality of the shares which have been
subscribed and issued, whether it be founders’
shares or common shares.
15. What should be the basis of quorum
in meetings of stockholders or members?
In a stock corporation, the presence of
quorum is ascertained and counted on the
basis of the outstanding capital stock, as
defined by the revised corporation code. For
nonstock corporations, only those who are
actual, living members with voting rights shall
be counted in determining the existence of a
quorum during members’ meetings. Dead
members shall not be counted. The stock and
transfer book cannot be used as the sole basis
for determining the quorum as it does not
reflect the totality of shares which have been
subscribed, more so when the articles of
incorporation shows a significantly larger
amount of shares issued and outstanding as
compared to that listed in the stock and
transfer book.
16. Articles of incorporation vs stock
and transfer books
Articles of incorporation- Described as one that
defines the charter of corporation and the
contractual relationship between the State and
the corporation, the stockholders and the State,
and between the corporation and its
stockholders
Stock and transfer books- The book which
records the names and addresses of all
stockholders arranged alphabetically,
installments paid and unpaid on all stocks
which subscription have been made and the
date of payment thereof.
17. Kinds of Meetings of BOD and BOT
Regular and Special Meetings
18. What is the quorum at a regular meeting
of directors and trustees?
Majority of the number of directors
or trustees as stated in the articles of
incorporation, unless the articles of
incorporation or by laws provide for a
greater majority
19. Rule of quorum at a regular or
special meeting of directors or trustees?
A majority of the directors or trustees,
as fixed in the articles of incorporation, shall
constitute a quorum for the transaction of
corporate business , majority means 50% + 1 .
20. For regular meetings- schedule, place
and when will the notice be sent?
Schedule –Monthly unless the by-laws provide
otherwise
Where - Anywhere in or outside the Philippines,
unless the by-laws provide otherwise
Notice – notice shall be sent to directors or
trustees at least 2 days prior to the scheduled
meeting, unless a longer time is provided in
the by-laws
21. For special meetings- schedule, place and
when will the notice be sent?
Schedule –any time upon the call of the
president or as provided in the by-laws
Where - Anywhere in or outside the Philippines,
unless the by-laws provide otherwise
Notice – notice shall be sent to directors or
trustees at least 2 days prior to the scheduled
meeting, unless a longer time is provided in
the by-laws
22. Who presides the meeting?
The chairman or in his absence the president,
unless the bylaws provide otherwise
23. Who has the right to vote?
All stockholders, common and preferred
24. Manner of voting?
In a meeting
25. What is representative voting?
It means using proxies to
represent the stockholder in a
meeting?
26. Voting in case of joint ownership of
stock?
General rule: In case of shares of stock owned
jointly by two or more persons, in order to vote
the same, the consent of all the co-owners shall
be necessary
Exception:
1. There is a written proxy, signed by all the
co-owners, authorizing one or some of them
or any other person to vote such share or
shares
2. The shares are owned in an “and/or”
capacity by the holders thereof, any one of the
joint owners can vote said shares or appoint a
proxy thereof
27. Do treasury shares have voting rights?
No, treasury shares have no voting
rights Page 342
28. Meaning of proxies?
The authority to represent
someone else, especially in voting
(source: google)
29. Requirements of validity of proxies?
1. It shall be in writing, in any form
authorized in the bylaws
2. It shall be shall be signed by the
stockholder or member
3. It shall be filed before the
scheduled meeting with corporate
secretary
4. Unless otherwise provided in the proxy, it
shall be valid only for the meeting which it is
intended
5. No proxy shall be valid and effective for
a period longer than 5 years at any one time
30. Purpose of proxy?
1. For convenience
2. Assures the presence of a quorum
3. It enables for those who do not wish
to attend the meeting to protect their
interest
4. It secures voting
control Page 344
31. Instances where the right to proxy may be
utilized?
1. Election of the Board of Directors or Board
of Trustees;
2. Voting in case of joint ownership of stock;
3. Voting by trustee under voting
trust agreement;
4. Voting by members in non-stock corporation;
5. In cases of pledge or mortgage of shares;
6. In all meetings of stockholders or
members; and
7. In all other matters as may be provided in
the by-laws.
(page 344)
32. Is there a limitation as to who may be a
proxy?
There is no limitation for the ff purposes:
1. For convenience
2. Assures the presence of a quorum
3. It enables for those who do not wish
to attend the meeting to protect their
interest
4. It secures voting control
33. How to revoke proxies
may be made through:
1. Formal notice;
2. Verbal communication; or
3. Conduct
Ex: stockholder votes or attends the meeting
personally notwithstanding his appointment
of a proxy
(page 344)
34. Revocation of Proxy
Same as 32
35. If there are many proxies issued, who will
be considered the valid proxy?
The last proxy given revokes all previous proxies
(page 344)
36. What is voting trust agreement?
An agreement in writing whereby one
or more stockholders of a corporation consent
to transfer his or their shares to a trustee in
 order to vest in the latter voting or other rights
pertaining to said shares for a period not
exceeding five years upon the fulfillment of
statutory conditions and such other terms and
conditions specified in the agreement. The five
year-period may be extended in cases where
the voting trust is executed pursuant to a loan
agreement whereby the period is made
contingent upon full payment of the loan.
(page 346)
37. What is Voting trust?
Ballentine's Law Dictionary Definition
Trust created by an agreement between
a group of stockholders of a corporation and
the trustee or by a group of identical
agreements between individual stockholders
and a common trustee, whereby it is provided
that for a term of years, or for a period
contingent upon a certain event, or the
agreement is terminated, control over the stock
owned by such stockholders, either for certain
purposes or for all purposes, is to be lodged in
the trustee, either with or without a
reservation to the owners, or person
designated by them, of the power to direct how
such control shall be used
(page 346)
38. Nature of VTA
By its very nature, a voting trust agreement
results in the separation of the voting rights of
a stockholder from his other rights such as the
right to receive dividends,
o the right to inspect the books of the
corporation,
o the right to sell certain interests in the
assets of the corporation and
o other rights to which a stockholder may
be entitled until the liquidation of the
corporation. (page 346)
39. Tests of VTA
1. that the voting rights of the stock
are separated from the other
attributes
of ownership;
2. that the voting rights granted are intended
to be irrevocable for a definite period of time;
and
3. that the principal purpose of the grant
of voting rights is to acquire voting control
(page 346)
40. Requirements & Limitations imposed on the
VTA
1. The agreement must be in writing
and notarized and specify the terms
and conditions thereof;
2. A certified copy of such agreement shall
be filed with the corporation and with the
SEC; otherwise, said agreement is ineffective
and unenforceable;
3. The certificate or certificates of stock
covered by the voting trust agreement shall be
cancelled and new ones shall be issued in the
name of the trustee or trustees stating that
they are issued pursuant to said agreement;
4. The books of the corporation shall that the
transfer in the name of the trustee or trustees
is made pursuant to said voting trust
agreement
; 5. The trustee or trustees shall execute and
deliver to the transferors voting trust
certificates, which shall be transferable in the
same manner and with the same effect as
certificates of stock;
6. A voting trust agreement shall be
entered into for a period not exceeding
5 years at any time. However, in the case of a
voting trust specifically required as a
condition in a loan agreement, said voting
trust may be for a period exceeding five (5)
years but shall automatically expire upon full
payment of the loan;
7.No voting trust agreement shall be entered
into for purposes of circumventing the laws
against anti-competitive agreements, abuse of
dominant position, anti-competitive mergers
and acquisitions, violation of nationality and
capital requirements, or for the perpetuation
of fraud.