Section 50. Place and Time of Meetings of Stockholders or Members.

- Stockholders' or members'
meetings, whether regular or special, shall be held in the principal office of the corporation as set forth
in the articles of incorporation, or if not practicable, in the city or municipality where the principal office
of the corporation is located: Provided, That any city of municipality in Metro Manila, Metro Cebu,
Metro Davao, and other Metropolitan areas shall, for purposes of this section, be considered a city or
municipality.

Notice of meetings shall be sent through the means of communication provided in the bylaws, which
notice shall state the time, place and purpose of the meetings.

Each notice of meeting shall further be accompanied by the following:

(a) The agenda for the meeting;

(b) A proxy which shall be submitted to the corporate secretary within a reasonable time prior to the
meeting;

(c) 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; and

(d) When the meeting is for the election of directors or trustees, the requirements and procedure for
nomination and election.

All proceedings and any business transacted at a meeting of the stockholders or members, if within the
powers or authority of the corporation, shall be valid even if the meeting is improperly held or called:
Provided, That all the stockholders or members of the corporation are present or duly represented at
the meeting and not one of them expressly states at the beginning of the meeting that the purpose of
their attendance is to object to the transaction of any business because the meeting is not lawfully
called or convened.

Section 58. Voting Trusts. - One or more stockholders of stock corporation may create a voting trust for
the purpose of conferring upon a trustee or trustees the right to vote and other rights pertaining to the
shares for a period not exceeding five (5) years at any time: Provided, That in the case of a voting trust
specially 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 load. A voting trust agreement
must be in writing and notarized, and shall specify the terms and conditions thereof.
A certified copy of such agreement shall be filed with the corporation and with the Commission;
otherwise, the agreement is ineffective and uneforceable. The certificate or certificates of stock covered
by the voting trust agreement shall be cancelled and new ones shall be issued pursuant to said
agreement. The books of the corporation shall state that the transfer in the name of the trustee or
trustees is made pursuant to the voting trust agreement.

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.

The voting trust agreement filed with the corporation shall be subject to examination by any stockholder
of the corporation in the same manner as any other corporate book or record: Provided, That both the
trustor and the trustee or trustees may exercise the right of inspection of all corporate books and
records in accordance with the provisions of this Code.

Any other stockholder may transfer the shares to the same trustee or trustees upon the term and
conditions stated in the voting trust agreement, and thereupon shall be bound by all the provisions of
said agreement.

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.

Unless expressly renewed, all rights granted in a voting trust agreement shall automatically expire at the
end of the agreed period. The voting trust certificates as well as the certificate of stock in the name of
the trustees shall thereby be deemed cancelled and new certificates of stock shall be reissued in the
name of the trustors.

The voting trustee or trustees may vote by proxy or in any manner authorized under the bylaws unless
the agreement provides otherwise.

Section 24. Corporate Officers. - Immediately after their election, the directors of a corporation must
formally organize an elect: (a) a president, who must be a director; (b) a treasurer, who must be a
resident of the Philippines; and (d) such other officers as may be provided in the bylaws. If the
corporation is vested with public interest, the board shall also elect compliance officer. The same person
may hold two (2) or more positions concurrently, except that no one shall act as president and secretary
or as president and treasurer at the same time, unless otherwise allowed in this Code.

The officers shall manage the corporation and perform such duties as may be provided in the bylaws
and/or as resolved by the board of directors.

Registration, Incorporation and Commencement of Corporation Existence. - A person or group of

If the Commission finds that the submitted document s and information are fully compliant with the
requirements of this Code, other relevant laws, rules and regulations, the Commission shall issue the
certificate of incorporation.

A private corporation organized under this Code commences its corporate existence and juridical
personality from the date the Commission issues the certificate of incorporation under its official seal
thereupon the incorporators, stockholders/members and their successors shall constitute a body
corporate under the name stated in the articles of incorporation for the period of time mentioned
therein, unless said period is extended or the corporation is sooner dissolved in accordance with law.

. Articles of Incorporation. A One Person Corporation shall file articles of incorporation in accordance
with the requirements under Section 14 of this Code. It shall likewise substantially contain the following:

(a) If the single stockholder is a trust or an estate, the name, nationality, and residence of the trustee,
administrator, executor, guardian, conservator, custodian, or other person exercising fiduciary duties
together with the proof of such authority to act on behalf of the trust or estate; and

(b) Name, nationality, residence of the nominee and alternate nominee, and the extent, coverage and
limitation of the authority.

Section 119. Bylaws. - The One Person Corporation is not required to submit and file corporate bylaws.
SEC 59 Subscription Contract. - Any contract for the acquisition of unissued stock in an existing
corporation or a corporation still to be formed shall be deemed a subscription within the meaning of this
Title, notwithsatnding the fact that the parties refer to it as a purchase or some other contract.

Contents of Bylaws. - A private corporation may provide the following in its bylaws;

(a) The time, place and manner of calling and conducting regular or special meetings of the directors or
trustees;

(b) The time and manner of calling and conducting regular or special meetings and mode of notifying the
stockholders or members thereof;

(c) The required quorum in meetings of stockholders or members and the manner of voting therein;

(d) The modes by which a stockholder, member, director or trustees may attend meetings and cast their
votes;

(e) The form for proxies of stockholders and members and the manner of voting them;

(f) The directors' or trustees' qualifications, duties and responsibilities, the guidelines for setting the
compensation of directors or trustees and officers, and the maximum number of other board
representations that an independent director or trustee may have which shall, in no case, be more than
the number prescribed by the Commission;

(g) The time for holding the annual election of directors or trustees and the mode or manner of giving
notice thereof;

(h)The manner of election or appointment and the term of officers other than directors or trustees;

(i) The penalties for violation of the bylaws;

(j) In the case of stock corporations, the manner of issuing stock certificates; and
(k) Such other matters as may be necessary for the proper or convenient transaction of its corporate
affairs for the promotion of good governance and anti-graft and corruption measures.

An arbitration agreement maybe provided in the bylaws pursuant to Section 181 of this Code .

48 Kinds of Meetings. - Meeting of the directors, trustees, stockholders, or members may be regular or
special.