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TITLE V – BY LAWS (1) A matter of practical and legal necessity –


 It must have the means or instrumentalities for the accomplishment of its
Section 46: Adoption of by-laws.- Every corporation formed under this Code must, within one (1) purposes. It must have executive officers charged with the task of actual
month after receipt of official notice of the issuance of its certificate of incorporation by the management, and rules governing the management of its affairs
Securities and Exchange Commission, adopt a code of by-laws for its government not inconsistent  The by-laws of a corporation are the rules of its life, and that until by-laws have
with this Code. For the adoption of by-laws by the corporation the affirmative vote of the been adopted, the corporation may not be able to act for the purposes of its
stockholders representing at least a majority of the outstanding capital stock, or of at least a creation, and that the first and most important duty of the members is to adopt
majority of the members in case of non-stock corporations, shall be necessary. The by-laws shall be them.
signed by the stockholders or members voting for them and shall be kept in the principal office of
the corporation, subject to the inspection of the stockholders or members during office hours. A (2) In the case of a corporation sole – A corporation sole is governed by the Rules,
copy thereof, duly certified to by a majority of the directors or trustees countersigned by the Regulations and Discipline of its religious denomination which already contain the
secretary of the corporation, shall be filed with the Securities and Exchange Commission which shall provisions embodied in the by-law of ordinary corporations.
be attached to the original articles of incorporation.
TIME AND PROCEDURE FOR THE ADOPTION OF BY-LAWS
Notwithstanding the provisions of the preceding paragraph, by-laws may be adopted and filed prior (1) The by-laws must be adopted “within one month” after receipt of official notice of the
to incorporation; in such case, such by-laws shall be approved and signed by all the incorporators issuance of its certificate of incorporation by the SEC. Nevertheless, for the convenience
and submitted to the Securities and Exchange Commission, together with the articles of of the incorporators, by-laws may be adopted and filed, prior to incorporation, with the
incorporation. articles of incorporation.

In all cases, by-laws shall be effective only upon the issuance by the Securities and Exchange In either case, by-laws shall be effective only upon issuance by the Commission of a
Commission of a certification that the by-laws are not inconsistent with this Code. certification that they are not inconsistent with the Code.

The Securities and Exchange Commission shall not accept for filing the by-laws or any amendment (2) The SEC shall not accept their by-laws or any amendment thereto unless accompanied by
thereto of any bank, banking institution, building and loan association, trust company, insurance a certificate of the appropriate government agency to the effect that such by-laws or
company, public utility, educational institution or other special corporations governed by special amendments thereto are in accordance with law.
laws, unless accompanied by a certificate of the appropriate government agency to the effect that
such by-laws or amendments are in accordance with law. EFFECT OF FAILURE TO FILE BY-LAWS
Non-filing of the by-laws on time will not result in the automatic dissolution of the corporation.
MEANING OF BY-LAWS
 The rules of action adopted by a corporation for its internal government and for the  The failure to file a code of by-laws within 1 month from the date of its incorporation
government of its stockholders or members and those having the direction, management with the SEC shall render the corporation liable to the revocation of its registration.
and control of its affairs in their relation to the corporation and as among themselves,  There must be a hearing to determine the existence of the ground, and assuming such
including rules for routine matters such as calling meetings and the like find, the penalty is not necessarily revocation but may only be suspension.
 The failure may be merely with the imposition of an administrative fine.
POWER TO ADOPT BY-LAWS
 The power is inherent in every corporation as one of its necessary and inseparable legal CONSTRUCTION, APPLICATION, AND EFFECTIVITY OF BY-LAWS
incidents (1) By-laws of a corporation should be construed and given effect according to the general
 Even holders of non-voting shares or non-voting members are entitled to vote on the rules governing the construction of contracts.
adoption of by-laws (2) Those providing for disenfranchisement of members of a corporation are penal in
 Where the statute under which a corporation is formed authorizes it to make by-laws character and must be strictly construed.
upon specifically named subjects, there is an implied denial of authority to make by-laws (3) By-laws should be made to apply prospectively, not retroactively.
upon subjects not named (4) By-laws become effective only upon the issuance by the SEC of a certification that they
are not inconsistent with the Code.
FUNCTION OF BY-LAWS
(1) They supplement the articles of incorporation. They provide the details not important VALIDITY OF BY-LAWS
enough to be stated in the articles. The ff. are considered as the elements of valid by-laws:
(2) To define the rights and duties of corporate officers and directors or trustees, and of SH (1) They must not be contrary to existing law and inconsistent with the Code
or members towards the corporation and among themselves within reference to the (2) They must not be contrary to morals and public policy
management of corporate affairs.
(3) They are a source of authority for corporate officers and agents of the corporation Public policy:
o The governing policy within a community as embodied in its legislative and
Primarily, by-laws look to the future. judicial enactments which serve as a basis for determining what acts are to be
regarded as contrary to the public good; the principle of law by virtue of which
NECESSITY OF ADOPTING BY-LAWS acts are contrary to the public good are held invalid
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principal office of the corporation, subject to their inspection during office hours. SH or
 By-laws operation in restraint of trade by imposing unreasonable restrictions members cannot, therefore, claim lack of notice or knowledge.
on the right of a stockholder to transfer his stock are invalid
(3) As to third persons – The weight of authority is that they are not bound by the by-laws of
(3) They must not impair obligations of contract a corporation since the by-laws operate merely as internal rules among the SH. The
exception is when the 3rd person has knowledge of its provision either actually or
A by-law may not operate retrospectively if it does thereby disturb or impair any existing constructively at the same time the transaction in question was entered into.
contract or vested right. But there is no impairment: WAIVER OF BY LAWS
(1) Where a contract with a corporation is expressly or impliedly made subject, not only (1) By the corporation – By laws which are not required by the charter or statute and which
to existing by-laws but also to future by-laws and changes in by-laws operate in favour of the corporation are subject to waiver, both express and implied, by
(2) Where the other party to the contract surrenders his original contract and accepts a the corporation, considered as an entity separate and apart and having rights distinct
new one after an amendment of the by-laws, for he thereby submits to the amended from those of its SH or members.
by-laws then in force
(3) The right to amend the by-laws lies solely in the discretion of the employer (2) By the stockholders or members – In like manner, a by-law may be waived by a SH or
corporation, this being in the exercise of management prerogative or business member when it is he whose individual rights are advanced or protected by its
judgment provisions.

(4) They must be general and uniform in their operation and not directed against particular Section 47: Contents of by-laws.- Subject to the provisions of the Constitution, this Code, other
individuals special laws, and the articles of incorporation, a private corporation may provide in its by-laws for:

A by-law affecting SH or members must be general, that is, it must affect alike, and 1. The time, place and manner of calling and conducting regular or special meetings of the directors
operate equally as to all SH or members under the same circumstances, and not be or trustees;
directed against particular SH or members. 2. The time and manner of calling and conducting regular or special meetings of the stockholders or
members;
(5) They must be consistent with the charter or articles of incorporation 3. The required quorum in meetings of stockholders or members and the manner of voting therein;
4. The form for proxies of stockholders and members and the manner of voting them;
 A by-law which is not thus consistent with the charter but is in conflict with or 5. The qualifications, duties and compensation of directors or trustees, officers and employees;
repugnant to it, is void 6. The time for holding the annual election of directors of trustees and the mode or manner of giving
 A by-law can neither enlarge the rights and powers conferred by the charter notice thereof;
not restrict the duties and liabilities imposed thereby, and in case it attempts 7. The manner of election or appointment and the term of office of all officers other than directors
to do so, the charter will prevail or trustees;
 A by-law prohibiting acts which are within the powers conferred, expressly or 8. The penalties for violation of the by-laws;
impliedly, by its charter, affects the authority of its officers, but does not 9. In the case of stock corporations, the manner of issuing stock certificates; and
render such acts ultra vires. 10. Such other matters as may be necessary for the proper or convenient transaction of its
 By-laws must be consistent with the nature, purposes, and objects of the corporate business and affairs
corporation; otherwise, they will be invalid.
CONTENTS OF BY-LAWS
(6) They must be reasonable (1) Place of meeting – The meeting must always “be held at the city or municipality where
the principal office of the corporation is located or if practicable in the principal office of
BINDING EFFECT OF BY-LAWS the corporation.”
Until repealed or amended, a by-law is a continuing rule for the government of the corporation and
the individuals composing it. (2) Quorum – Sec. 47 permit corporations to fix a number necessary to constitute a quorum
for the transaction of business, but such by-laws cannot provide that a lesser number
(1) As to the corporation and its officers – By laws, have, when valid, substantially the same shall constitute a quorum in those cases in which the law requires for the validity of
force and effect as laws of the corporation as have the provisions of its charter insofar as certain corporate acts the approval of a minimum number of votes.
the corporation and the persons within it are concerned. They are in effect written into
the charter and in this sense, they become a part of the fundamental law of the (3) Proxies – The by-laws may provide for:
corporation. a. The form of such proxies
b. The manner of voting them subject to the date provisions of Sec. 58
(2) As to stockholders or members – As a general rule, the SH or members of a corporation
are presumed to know the provisions of the corporation’s by-laws. (4) Qualifications of directors – The qualifications may be fixed in the by-laws, but such by-
laws cannot dispense with the minimum legal requirements that a director must be a
Under Sec. 46, it is required that the original by-laws be approved by at least a majority of registered owner of at least 1 share of stock and that at least 2 of the directors must be
the OCS or of the members, signed by the SH or members voting for them, and kept in the residents of the PH.
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(5) Disqualification for position of director – The by-laws may validly provide for (5) Implied repeal or amendment of by-law – There may be an implied repeal of a by-law in
disqualification for the position of director. the same manner and to the same extent as there may be an implied repeal of a statute,
although repeals by implication area no more favoured in the case of by-laws than in the
(6) Compensation to stockholders or members – SH or members as such do not render case of statutes.
service for attendance at corporate meetings but exercise rights personal to themselves
in the corporation. Hence, the by-laws may not provide compensation to them, if they are (6) Waiver of by-law provision – A by-law may not be amended, however, otherwise than as
not “directors or trustees, officers and employees.” provided in Sec. 48. To allow the waiver of any provision in the by-laws would be
tantamount to an indirect amendment thereof. The corporation, its directors, officers and
(7) Election and term of office of directors or trustees – Neither can the corporation provide members are bound by an and must comply with the by-laws.
in the by-laws for the manner of election and the term of office of directors or trustees
which are already provided by law. (7) Non-delegable power – The power to amend the articles of incorporation lies with the SH
or members and cannot be delegated to the BOD or trustees. Neither can the power to
The amendment to a corporation’s by-laws limits the term to a maximum of 3 adopt the original by-laws be delegated.
consecutive years as director, after which the director has to wait for 1 consecutive year
before he can run again for election in the board. REVOCATION OF DELEGATED POWER OF BOAARD OD DIRECTORS OR TRUSTEES
(1) Lesser number of vote required – To revoke the delegated power to amend or repeal the
Section 48: Amendments to by-laws.- The board of directors or trustees, by a majority vote original by-laws or to adopt new by-laws, the law merely requires the vote of SH
thereof, and the owners of at least a majority of the outstanding capital stock, or at least a majority representing a majority of the OCS or a majority of the members, as the case may be,
of the members of a non-stock corporation, at a regular or special meeting duly called for the while the vote for the delegation is 2/3.
purpose, may amend or repeal any by-laws or adopt new by-laws. The owners of two-thirds (2/3) of
the outstanding capital stock or two-thirds (2/3) of the members in a non-stock corporation may In other words, the basis of the vote was the number of SH themselves and not the shares
delegate to the board of directors or trustees the power to amend or repeal any by-laws or adopt held, which is normally the mode of voting in stock corporations. This is, however, the
new by-laws: Provided, That any power delegated to the board of directors or trustees to amend or only instance of per capita voting by the SH provided for in the old law.
repeal any by-laws or adopt new by-laws shall be considered as revoked whenever stockholders
owning or representing a majority of the outstanding capital stock or a majority of the members in (2) Previous notice of proposed revocation at meeting not necessary
non-stock corporations, shall so vote at a regular or special meeting.
BY-LAWS AND RESOLUTIONS DISTINGUISHED
Whenever any amendment or new by-laws are adopted, such amendment or new by-laws shall be (1) Nature and subject matter –
attached to the original by-laws in the office of the corporation, and a copy thereof, duly certified
under oath by the corporate secretary and a majority of the directors or trustees, shall be filed with BY-LAW RESOLUTION
the Securities and Exchange Commission the same to be attached to the original articles of A permanent rule of action of the conduct Merely a declaration of the will of the
incorporation and original by-laws. of corporate affairs corporation in a given matter and in the
nature of a ministerial act
The amended or new by-laws shall only be effective upon the issuance by the Securities and
Exchange Commission of a certification that the same are not inconsistent with this Code. Ordinarily limited in its operation,
applying usually to a single act or
AMENDMENT AND REPEAL OF BY-LAWS AND ADOPTION OF NEW BY-LAWS transaction of the corporation or to some
(1) Power implied – The power to make by-laws implies the power to alter or repeal them specific person, situation, or occasion
and enact new ones, but the power to alter by-laws or adopt new by-laws has the same
limits as the power to make them in the first instance. (2) Rule in case of conflict – The by-laws of a corporation are, in effect, its constitution, and
will prevail over a resolution of the BOD.
(2) Formalities –
(a) In all cases, the power can only be exercised at a regular or special meeting duly (3) Necessity of approval by SEC – While corporate by-laws are subject to the approval of the
called for the purpose. Even holders of non-voting shares or non-voting members SEC, other rules and regulations do not need its approval, unless they involve matters
are entitled to vote in the matter. where the law requires such approval.
(b) Amendments to or repeal of by-laws cannot be done in a “referendum.” The
rationale for the requirement of a meeting is to give the SH a chance to deliberate on RESOLUTION ADOPTED AS A BY-LAW
the amendments or repeal to be voted upon. A simple resolution in favour of some object which is inconsistent with or forbidden by a by-law
does not repeal or override the by-law.
(3) Delegation of power – The power may be exercised by the SH or members directly, or
indirectly by delegating said power to the BOD or trustees. ARTICLES OF INCORPORATION AND BY-LAWS DISTINGUISHED

(4) Necessity of meetings – Such meeting is necessary.


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AOI BL Special:
Constitutes the charter or fundamental law of Merely rules and regulations adopted by the o Those held at any time deemed necessary or as provided in the by-laws
the corporation corporation
Executed before incorporation by the Usually after incorporation by the SH or (2) Meetings of directors or trustees
incorporators members
Its filing is a condition precedent to corporate Its filing is a condition subsequent Regular:
existence o Those held by the board monthly

FILING AND EFFECTIVITY OF AMENDED OR NEW BY-LAWS Special:


As in the case of the original by-laws, the amended or new by-laws shall only be effective upon the o Those held by the board at any time upon the call of the president
issuance by the SEC of a certification that the same are not inconsistent with the Code.
NECESSITY OF MEETINGS
Therefore, a corporation cannot immediately implement the amended or new by-laws without the The corporate powers are vested in the BOD or trustees and/or SH as a body and not as individuals.
certification or approval of the Commission. The amendment or repeal takes effect prospectively
and not retroactively. (1) Meetings of stockholders or members – The written assent of a majority of the SH
without meeting to a matter requiring action by them is not sufficient.
If the special corporation is governed by a special law, the amended or new by-laws shall be
effective only upon approval by both the appropriate government agency and the Commission. (2) Meetings of directors or trustees – The directors or trustees can only exercise their
powers as a board, not individually or separately.
The amended or new by-laws shall apply prospectively and not retroactively.
EXCEPTIONS TO THE RULE
TITLE VI: MEETINGS The general rule is that where the law expressly requires a meeting for a particular transaction, any
action taken by the corporation without a meeting properly held for such purpose is void.
Section 49: Kinds of meetings.- Meetings of directors, trustees, stockholders, or members may be
regular or special. (1) Under Sec. 16, any corporation may amend its AOI “by a majority vote of the BOD or
trustees and the vote or written assent 2/3 of the SH representing at least 2/3 of the OCS.
Section 50: Regular and special meetings of stockholders or members. - Regular meetings of - Thus, a meeting of SH or members is not necessary
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 (2) It is evident that the corporation will be bound by the unanimous act or agreement of is
written notice of regular meetings shall be sent to all stockholders or members of record at least SH although expressed elsewhere than at a formal meeting.
two (2) weeks prior to the meeting, unless a different period is required by the by-laws. (3) Any action taken by the directors of a close corporation without a meeting shall be
deemed valid, unless otherwise provided.
Special meetings of stockholders or members shall be held at anytime deemed necessary or as
provided in the by-laws: Provided, however, That at least one (1) week written notice shall be sent REQUISITES FOR A VALID MEETING OF STOCKHOLDERS OR MEMBERS
to all stockholders or members, unless otherwise provided in the by-laws. (1) It must be held at the proper place
(2) It must be held at the stated date and at the appointed time or at a reasonable time
Notice of any meeting may be waived, expressly or impliedly, by any stockholder or member. thereafter
(3) It must be called by the proper person
Whenever, for any cause, there is no person authorized to call a meeting, the Securities and (4) There must be a previous notice
Exchange Commission, upon petition of a stockholder or member on a showing of good cause (5) There must be a quorum
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 Section 51: Place and time of meetings of stockholders of members.- Stockholder's or
petitioning stockholder or member shall preside thereat until at least a majority of the stockholders member's meetings, whether regular or special, shall be held in the city or municipality where the
or members present have chosen one of their number as presiding officer. principal office of the corporation is located, and if practicable in the principal office of the
corporation: Provided, That Metro Manila shall, for purposes of this section, be considered a city or
KINDS OF MEETINGS municipality.

(1) Meetings of SH or members Notice of meetings shall be in writing, and the time and place thereof stated therein.

Regular: All proceedings had and any business transacted at any meeting of the stockholders or members, if
o Those held annually on a date fixed in the by-laws, or if not so fixed, on any within the powers or authority of the corporation, shall be valid even if the meeting be improperly
date in April of every year as determined by the BOD or trustees held or called, provided all the stockholders or members of the corporation are present or duly
o Held principally for the purpose of electing another set of directors or trustees represented at the meeting.

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PLACE AND TIME OF MEETINGS OF STOCKHOLDERS OR MEMBERS (b) Sec. 188 prescribes that the notice of meetings for voluntary dissolution shall be
This is mandatory. made by publication, in addition to written notice shall be sent by registered mail or
personal delivery.
Directors’ or trustees’ meeting may be held at any place fixed in the by-laws even beyond the
bounds of the State where corporation exists.  A substantial compliance with the requirements as to notice will be sufficient.

If the meeting is held at an unauthorized place or without proper notice and not all the SH are STATEMENT OF PURPOSE OF MEETING
present, those who have a right to complaint may take steps to set aside any action taken at such (1) Election of directors or trustees
meetings even though a majority of the SH were present in the absence of waiver, estoppel, or (2) Removal of directors or trustees
ratification. (3) Filling of vacancies in the office of director or trustee
(4) Ratification of contract of the corporation with director or trustee
PROPER PERSON TO CALL MEETING (5) Extension or reduction of corporate term
The “call” for a meeting is exercised by the person who has the power to call the meeting. It may (6) Increase or decrease of capital stock
consist of direction to the secretary of the corporation to notify the SH or members of the meeting. (7) Creation or increase of bonded indebtedness
(8) Sale or other disposition of all or substantially all of the corporate assets
(1) The persons designated in the by-laws have authority to call SH’s meeting. (9) Investment of corporate funds in another corporation or business or for any other
(2) The meeting may be called by a director or trustee or by an officer entrusted with the purpose
management of the corporation unless otherwise provided by law. (10) Declaration of stock dividends
(3) The special meeting for the removal of directors or trustees may be called by the
secretary of the corporation or by a stockholder or member as provided by Sec. 28. EFFECT OF FAILURE TO COMPLY WITH REQUISITES FOR MEETING
NOTICE OF EVERY MEETING REQUIRED (1) Proceedings valid – All proceedings had and any business transacted at any meeting of
Notice: SH or members shall be valid even if the meeting be improperly held or called, provided
 The writing informing the SH or members of the meeting the ff. 2 presents are present:
(a) That the proceedings had and the business transacted are within the power or
The corporate by-laws govern the procedure of sending notices of meetings. If the by-laws is silent, authority of the corporation, that is, they are not ultra vires
the manner prescribed in Sec. 50 shall be followed. (b) That all the SH or members of the corporation are present or duly represented at
- However, notice of any meeting may be waived, expressly or the meeting
impliedly, by any SH or member
Section 52: Quorum in meetings.- Unless otherwise provided for in this Code or in the by-laws, a
(1) It is customary and convenient to provide in the by-laws for notice of all meetings both quorum shall consist of the stockholders representing a majority of the outstanding capital stock or
regular and special but the prevailing rule in other jurisdictions is that, as to regular a majority of the members in the case of non-stock corporations.
meetings, no notice need be given other than that contained in the by-laws when the
time and place of such meetings are specially designed therein. QUORUM REQUIRED IN STOCKHOLDERS’ AND MEMBERS’ MEETINGS
(2) If the meeting is a special one, notice must be given. A special meeting may not consider (1) Number provided in the by-laws – In the absence of a quorum, no action can be taken
business other than those listed in the notice of meeting unless there is unanimous except to adjourn. Sec. 52 does not base the quorum on the meetings of stockholders or
waiver. members on their absolute number as fixed in the articles of incorporation.
(3) Whether regular or special, notice must be given when required by law or the by-laws of
the corporation. (2) Number not less than that required by law – In those cases in which the law determined
the number or proportion of SH or members whose concurring votes are necessary to
REQUISITES OF NOTICE OF MEETING make their action binding on the corporation, not less than such number is necessary to
(1) It may be issued by one who has authority to issue it constitute a quorum at a meeting called to transact such business.
(2) It must be in writing
(3) It must state the date, time, and place of the meeting, unless otherwise provided in the by- (3) Any number but at least two – In other cases, the by-laws may validly provide for the
laws holding of meetings with the presence of any number of stockholders or members, even
(4) It must state the business to be transacted thereat less than a majority, provided that there are at least two.
(5) It must be sent at a certain time before the scheduled meeting as fixed by law, unless a
different period is required by the by-laws (4) A majority of outstanding capital stock or members –
(6) The notice must comply with any other requirements prescribed by the law or by the by- (5) Where withdrawal leaves less than a quorum previously declared –
laws of the corporation (6) Effect of death of a stockholder or member – Membership in and all rights arising from a
(a) Sec. 77 requires that the notice of meeting for the approval of merger or non-stock corporation are personal and transferable, unless the AOI or the by-laws of the
consolidation “shall state the purpose of the meeting and shall include a copy or a corporation provide otherwise.
summary of the plan of merger or consolidation.”
In other words, the determination of WON dead members are entitled to exercise their
voting rights, depends on those AOI or by-laws.
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POSTPONEMENT OF STOCKHOLDERS’ OR MEMBERS’ ANNUAL MEETING


 Change of date of meeting fixed in by-laws not allowed
 Postponement of meeting to a later date when allowed (cannot be held on the date fixed
by the by-laws for some valid reason)

PAYMENT OF COMPENSATION FOR ATTENDANCE AT STOCKHOLDERS’ OR MEMBERS’


MEETINGS
There is nothing in the Code which expressly or impliedly authorizes the payment of per diems to
SH or members for their attendance at SH’s meetings.

MATTERS IN WHICH THE LAW REQUIRES MINIMUM NUMBER OF VOTES


*see page 478 to 480

GREATER VOTING REQUIREMENT


A corporation may prescribe a greater voting requirement for the approval of any of the above
corporate acts in its AOI or by-laws in order to protect the rights of minority SH or members.

Section 53: Regular and special meetings of directors or trustees.- Regular meetings of the
board of directors or trustees of every corporation shall be held monthly, unless the by-laws
provide otherwise. Special meetings of the board of directors or trustees may be held at any time
upon the call of the president or as provided in the by-laws. Meetings of directors or trustees of
corporations may be held anywhere in or outside of the Philippines, unless the by-laws provide
otherwise. Notice of regular or special meetings stating the date, time and place of the meeting must
be sent to every director or trustee at least one (1) day prior to the scheduled meeting, unless
otherwise provided by the by-laws. A director or trustee may waive this requirement, either
expressly or impliedly.

PLACE AND TIME OF MEETINGS OF DIRECTORS OR TRUSTEES


(1) Regular or special meetings of directors or trustee may be held anywhere in or outside
the PH, unless the by-laws provide otherwise.
(2) Regular meetings “shall be held monthly, unless the by-laws provide otherwise,” while
special meetings “may be held at any time upon the call of the president or as provided in
the by-laws.”

NOTICE OF EVERY MEETING REQUIRED


(1) Nevertheless, notice of a regular meeting need not be given if the AOI or bylaws specify
the time of the meeting (except when it is held at another place).
(2) A meeting held in the absence of some of the directors and without any notice to them is
illegal.

Section 54: Who shall preside at meetings- The president shall preside at all meetings of the
directors or trustee as well as of the stockholders or members, unless the by-laws provide
otherwise.

 Where the officer entitled to preside is not present at the time for a meeting to convene, it
has been recognized that a SH or member who takes the floor may temporarily preside at
the meeting of SH or members pending the selection of the presiding officer.
 Where for any cause no person is authorized to call a meeting, the petitioning SH or
member authorized by the SEC to call a meeting of the corporation “shall preside thereat
until at least a majority of the SH or members present have chosen one of their number as
presiding officer.”

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