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TITLE VI Meetings

This document outlines requirements for stockholder and member meetings of corporations. It discusses the following: 1) Regular meetings must be held annually, with written notice sent at least 21 days prior unless bylaws specify otherwise. The stock and transfer book is closed 20 days prior for regular meetings and 7 days for special meetings. 2) Special meetings can be held at any time as necessary or according to the bylaws. At least one week written notice is required for special meetings unless bylaws specify otherwise. 3) A quorum for stockholder meetings is based on the number of outstanding voting rights, while for non-stock corporations only actual living members with voting rights are counted for quorum. 4)

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669 views14 pages

TITLE VI Meetings

This document outlines requirements for stockholder and member meetings of corporations. It discusses the following: 1) Regular meetings must be held annually, with written notice sent at least 21 days prior unless bylaws specify otherwise. The stock and transfer book is closed 20 days prior for regular meetings and 7 days for special meetings. 2) Special meetings can be held at any time as necessary or according to the bylaws. At least one week written notice is required for special meetings unless bylaws specify otherwise. 3) A quorum for stockholder meetings is based on the number of outstanding voting rights, while for non-stock corporations only actual living members with voting rights are counted for quorum. 4)

Uploaded by

jomari legaspi
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as PPTX, PDF, TXT or read online on Scribd
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TITLE VI

MEETINGS
Stockholders’ or members’ meetings
• Electing Directors or trustees
• Other business calling for or requiring the
action or consent of the shareholders or
members
• Any other business
SEC. 48. Kinds of meeting.- Meeting of
directors, trustees, stockholders or members
may be regular or special.
SEC. 49. Regular and Special Meetings of
Stockholders or Members.

• Regular meetings of stockholders and


members shall be held annually on a date
fixed in the bylaws, or if not so fixed, on any
date after April 15 of every year as
determined by the board of directors or
trustees.
• The written notice of regular meetings
shall be sent to all stockholders or members of
record at least twenty-one days prior to the
meeting, unless a different period is required in
the bylaws, law, or regulation. The written notice
of regular meetings may be sent to all
stockholders or members of record through
electronic mail or such other manner as
Commission shall allow under its guidelines.
• Unless the bylaws provide for a longer period, the
stock and transfer book or membership book shall be
closed at least twenty (20) days for regular meetings
and seven (7) days for special meetings before the
scheduled date of the meeting.
• In case of postponement of stockholders’ and
members’ regular meetings, written notice thereof
and the reason therefor shall be to all sent to all
stockholders’ or members of record at least two (2)
weeks prior to the date of the meeting, unless a
different period is required under the bylaws, laws or
regulation.
• The right to vote of stockholders and
members may be exercised in person through
a proxy, or when so authorized in the bylaws,
through remote communication or in
absentia.
Requirements for stockholders’ meetings

• Must held at the Stated date and at the


appointed time
• Must be called by Proper Person
• Persons designated in the bylaws have
authority to call stockholders’ meeting
• Absence of such provision in the bylaws,
director or trustee or by an officer entrusted
with the management of corporation.
• Must be a Previous notice
• Must be a Quorum
• SEC. 50. Place and Time of Meetings of
Stockholders or Members.
Each notice of meeting shall further be accompanied by
the following:
• Agenda of the meeting
• Proxy Form which shall be submitted to the
corporate secretary within the reasonable time.
• Attendance, participation, and voting are allowed by
remote communication or in absentia
• When the meeting is for the election of directors or
trustees, the requirements and procedure for
nomination and election.
KINDS OF MEETING OF STOCKHOLDERS OR MEMBERS

1.Regular Meeting

When: Annually on a date fixed in the by-laws.


Where: In the principal office of the corporation as set forth in the articles of
incorporation.
Notice: Written notice of regular meetings must be given to stockholders or
members to record at least twenty-one(21) days prior to the meeting unless
otherwise provided in the by-laws, law, or regulation.

2.Special Meeting

When: At any time deemed necessary or as provided bylaws.


Where: In the principal office of the corporation as set forth in the articles of
incorporation.
Notice: At least one(1) week written notice shall be sent to all stockholders or
members, unless a different period is provided in the bylaws, law or regulations.
SEC.51. Quorum in Meetings
For Stock Corporations (Revised Corporation Code)
 is based on the number of outstanding voting rights.

For Nonstock Corporation


 Only those who are actual, living members, with voting rights shall
be counted in determining the existence of the quorum during
members’ meeting. Dead members shall not be counted.
SEC. 52.Regular and Special Meetings of
Directors and Trustees; Quorum.
 Majority of the number of directors and trustees as
stated in the articles of corporation.
Meetings

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