I.

Corporate Meetings

1. What does the RCC provide regarding when the annual meeting of stockholders must be held?

- The RCC mandates that regular meetings of stockholders must be held annually. The specific date is
determined by the corporation's by-laws. If the by-laws do not fix a date, the meeting must be held on
any date after April 15th of every year, as decided by the board of directors or trustees.

2. Who may call for special meetings of stockholders?

- Special meetings of stockholders can be called by the following individuals or entities:

The president or secretary of the corporation

The board of directors by resolution
Stockholders owning a majority of the outstanding stock

3. What is the provision regarding the sending of notice of meetings?

- The RCC requires written notice of regular meetings to be sent to all stockholders at least 21 days prior
to the meeting, unless a different period is specified in the by-laws, law, or regulation. Written notice
can be sent through email or other methods allowed by the Securities and Exchange Commission (SEC).

4. What is quorum? How is quorum of/for a meeting determined?

- Quorum refers to the minimum number of stockholders or members required to be present at a

meeting for it to be valid and conduct business. The quorum requirement is typically specified in the
corporation's by-laws. It can be a simple majority (more than 50% of the outstanding shares) or a higher
percentage, such as two-thirds.

5. What may stockholders be allowed to vote by proxy?

- Stockholders may be allowed to vote by proxy, which means authorizing another person to vote their
shares on their behalf if they are unable to attend the meeting. This is often done through a written
document called a proxy statement, which outlines the issues to be voted on.

6. Who determines who may, among the stockholders, vote at a meeting?

- The corporate secretary is the one who checks the official list called the Stock and Transfer Book. This
list shows who the current stockholders are. Only those whose names are on the list are allowed to vote
during the meeting.

7. What does the RCC provide regarding the Minutes of the stockholders’ meeting?

- The RCC says that the corporation must properly record everything important that happens during the
stockholders’ or directors’ meetings. The minutes must include the date, time, and place of the meeting,
who attended, what was discussed, and what decisions were made. These minutes must be kept safe
because only stockholders (not outsiders) have the right to see them if they want to.

8. When may a regular meeting of the Board of Directors (BOD) be held validly without notice?

- If the time and place for regular meetings are already written in the bylaws or officially set by the
Board, then there’s no need to send a reminder or notice before every meeting. It is automatically
expected that the meeting will happen at that scheduled time.

9. As to special meetings of the board, what is the requirement on notice? When must it be sent prior to
the meeting?

- Special meetings are not regular, so the directors must be notified about it. The notice must be sent at
least two (2) days before the meeting, unless the bylaws say a different number of days. This is to give
directors enough time to prepare.

10. When may the directors have a valid action without a meeting?

- Directors can still make a valid decision without holding a meeting if all of them agree in writing. This
agreement must be written and signed by all directors, showing that everyone agrees with the action.

11. When are meetings by remote communication allowed?

- Section 52 of the RCC allows stockholders' or members', board of directors', or trustees' meetings to be
conducted through remote communication or electronic means, provided that:

The bylaws of the corporation so provide.

Directors or trustees participating through remote communication or electronic means can
actively participate in the proceedings and vote on matters taken up during the meeting.
A director or trustee should be physically present at the principal office of the corporation if the
remote communication or electronic means are inadequate.

12. Who usually presides at a stockholders’ meeting?

- The bylaws of the corporation typically specify who presides at a stockholders' meeting. Usually, it is
the chairman of the board of directors, the president, or in their absence, another designated officer or
a chairman elected by the stockholders present.
13. What vote is required for an amendment to the by-laws?

- Section 48 of the RCC states that the power to adopt, amend, or repeal the bylaws may be delegated
to the board of directors or trustees by the affirmative vote of stockholders representing at least two-
thirds (2/3) of the outstanding capital stock or at least two-thirds (2/3) of the members entitled to vote.
If the power is delegated to the board, the bylaws or amendment thereto adopted by the board shall be
effective only upon the affirmative vote of stockholders representing at least a majority of the
outstanding capital stock or at least a majority of the members entitled to vote at the next regular or
special meeting.

14. When is a written waiver of notice for a meeting valid?

- Section 51 of the RCC provides that a stockholder or member may waive the requirement of notice for
any meeting. This waiver must be in writing, signed by the stockholder or member, and submitted to the
corporate secretary for recording in the minutes book, either prior to or at the meeting. Attendance at a
meeting shall also constitute a waiver of notice, unless the stockholder or member attends for the
express purpose of objecting to the transaction of any business because the meeting was not lawfully
called or convened.

15. What is cumulative voting? When may cumulative voting for directors be allowed?

- Section 23 of the RCC defines cumulative voting as a system of voting for directors whereby each
stockholder is entitled to as many votes as shall equal the number of his shares multiplied by the
number of directors to be elected. The stockholder may cast all of such votes for a single candidate or he
may distribute them among as many candidates as he shall see fit. Cumulative voting is allowed if
expressly provided for in the articles of incorporation or in the bylaws of the corporation.

16. What are the duties of the corporate secretary in connection with the meetings of a corporation?

- Several sections of the RCC outline the duties of the corporate secretary in connection with corporate
meetings, including:

Sending notices of meetings to stockholders, members, and directors (Section 51, 52).
Keeping the stock and transfer book or membership book, which serves as prima facie evidence
of who is entitled to vote (Section 54).
Receiving and keeping proxies filed by stockholders (Section 53).
Recording the minutes of all meetings of stockholders, members, the board, and committees
(Section 73).
 Certifying the actions and resolutions taken at meetings.
Receiving and keeping written waivers of notice for meetings (Section 51).
Maintaining other records related to meetings as required by law or the bylaws.

1. What are the classes of corporations based on legal structure and purpose? Distinguish each from the
other.

- Corporations can be classified based on their legal structure and purpose:

Stock Corporations: These corporations have capital stock divided into shares, and the owners are
called stockholders. They typically aim to generate profits for their shareholders.

Non-Stock Corporations: These corporations do not have capital stock and are formed for charitable,
religious, educational, or other non-profit purposes. Their primary goal is to serve a specific social or
public purpose.

2. What are the classes on corporations based on nationality? What are the requirements for foreign
corporations seeking to do business in the Philippines?

- Corporations can be classified based on their nationality:

Domestic Corporations: These corporations are formed and organized under the laws of the
Philippines.

Foreign Corporations: These corporations are formed and organized under the laws of another
country.

- Requirements for Foreign Corporations Seeking to Do Business in the Philippines:

Foreign corporations seeking to do business in the Philippines must comply with certain requirements,
including:

Registering with the SEC

Appointing a resident agent

Obtaining a license to do business

Complying with Philippine tax laws

3. Based on control and ownership, how do close corporations, publicly held corporations, and OPC’s
differ from one another?

4. Distinguish quasi-banking corporations from GOCC’s?