Section 31. Liability of directors, trustees or officers.
- Directors or trustees who willfully _______ exceeding _______ percent of the outstanding capital stock shall be
and knowingly _______ for or _______ to _______ unlawful acts of the corporation or
who are _______ of _______ _______ or bad faith in _______ the _______ of the
corporation or _______ any personal or _______ interest in _______ with their
_______ as such directors or trustees shall be liable _______ and _______ for all
_______ resulting therefrom _______ by the corporation, its stockholders or members
and other persons.
When a director, trustee or officer _______ to acquire or _______, in violation of his
duty, any interest _______ to the corporation in respect of any _______ which has been
_______ in him in _______, as to which _______ imposes a _______ upon him to
_______ in his own _______, he shall be liable as a _______ for the corporation and
must _______ for the profits which otherwise would have _______ to the corporation.
(n)
Section 32. Dealings of directors, trustees or officers with the corporation. – A _______
of the corporation with one or more of its directors or trustees or officers is _______, at
the _______ of such corporation, unless all the following _______ are present:
1. That the _______ of such director or trustee in the _______ _______ in
which the contract was _______ was not necessary to _______ a _______
for such meeting;
2. That the _______ of such director or trustee was not necessary for the
_______ of the _______;
3. That the contract is _______ and _______ under the _______; and
4. That in case of an _______, the contract has been _______ _______ by
the board of directors.
Where any of the first two conditions set forth in the preceding paragraph is
_______, in the case of a contract with a director or trustee, such contract may
be _______ by the vote of the stockholders representing at least _______ of
the _______ capital stock or of at least two-thirds (2/3) of the _______ in a
_______ called for the _______: Provided, That full _______ of the _______
interest of the directors or trustees involved is made at such meeting:
Provided, however, That the contract is fair and reasonable under the
circumstances. (n)
Section 33. Contracts between corporations with interlocking directors. – Except in
cases of _______, and provided the contract is fair and reasonable under the
circumstances, a contract between two or more _______ having _______ directors
shall not be _______ on that _______ alone: Provided, That if the _______ of the
interlocking director in one corporation is _______ and his interest in the other
corporation or corporations is _______ nominal, he shall be subject to the provisions
of the _______ section insofar as the _______ corporation or corporations are
concerned.
considered substantial for _______ of interlocking directors. (n)
Section 34. Disloyalty of a director. – Where a director, by _______ of his office,
acquires for himself a _______ _______ which should belong to the corporation,
thereby _______ profits to the _______ of such corporation, he must _______ to the
latter for all such profits by _______ the same, unless his act has been _______ by a
vote of the stockholders _______ or _______ at least two-thirds (2/3) of the outstanding
capital stock. This provision shall be _______, notwithstanding the fact that the director
_______ his own _______ in the _______. (n)
Section 35. Executive committee. – The _______ of a corporation may create an
_______ _______, composed of not less than _______ members of the _______, to
be _______ by the board. Said committee may _______, by _______ vote of all its
members, on such _______ matters within the _______ of the board, as may be
_______ to it in the _______ or on a _______ vote of the _______, except with respect
to: (1) approval of any _______ for which _______ approval is also required; (2) the
_______ of _______ in the board; (3) the _______ or _______ of by-laws or the
_______ of _______ by-laws; (4) the amendment or repeal of any _______ of the board
which by its _______ _______ is not so _______ or _______; and (5) a _______ of
cash _______ to the shareholders.
TITLE IV
POWERS OF CORPORATIONS
Section 36. Corporate powers and capacity. – Every corporation _______ under this
Code has the _______ and _______:
1. To sue and be sued in its corporate _______;
2. Of _______ by its corporate name for the _______ of time stated in the
_______ of incorporation and the _______ of incorporation;
3. To _______ and use a corporate _______;
4. To amend its articles of incorporation in accordance with the provisions of
this Code;
5. To adopt by-laws, not contrary to law, morals, or public _______, and to
amend or repeal the same in accordance with this Code;
6. In case of stock corporations, to _______ or sell stocks to _______ and to
sell _______ stocks in accordance with the provisions of this Code; and to
_______ members to the corporation if it be a non-stock corporation;
7. To _______, receive, take or _______, _______, _______, sell, lease,
pledge, _______ and otherwise _______ with such real and personal
property, including _______ and _______ of other corporations, as the
 transaction of the _______ business of the corporation may _______ and
_______ require, subject to the _______ prescribed by law and the _______;
8. To _______ into _______ or _______ with other corporations as provided
in this Code;
9. To make _______ donations, including those for the _______ _______ or
for hospital, charitable, _______, scientific, _______, or _______ purposes:
Provided, That no corporation, domestic or foreign, shall give donations in
_______ of any _______ party or _______ or for purposes of _______ political
activity;
10. To establish _______, _______, and other _______ for the _______ of its
directors, trustees, officers and _______; and
11. To exercise such other powers as may be _______ or _______ to carry
out its purpose or purposes as stated in the articles of incorporation. (13a)
Section 37. Power to extend or shorten corporate term. – A _______ corporation may
extend or shorten its term as stated in the articles of incorporation when approved by
a _______ vote of the board of directors or trustees and _______ at a _______ by the
stockholders representing at least two-thirds (2/3) of the outstanding capital stock or by
at least two-thirds (2/3) of the members in case of non-stock corporations. Written
_______ of the _______ _______ and of the _______ and place of the meeting shall
be _______ to each stockholder or member at his place of _______ as shown on the
_______ of the corporation and _______ to the _______ in the post office with _______
prepaid, or served _______: Provided, That in case of _______ of corporate term, any
_______ stockholder may exercise his _______ right under the _______ provided in
this code. (n)
Section 38. Power to increase or decrease capital stock; incur, create or increase
bonded indebtedness. – No corporation shall increase or decrease its capital stock or
incur, create or increase any bonded indebtedness unless approved by a _______ vote
of the board of directors and, at a stockholder’s meeting _______ called for the
_______, two-thirds (2/3) of the outstanding capital stock shall _______ the increase
or _______ of the capital stock, or the incurring, creating or increasing of any bonded
indebtedness. _______ notice of the _______ increase or diminution of the capital
stock or of the incurring, creating, or increasing of any bonded indebtedness and of the
time and place of the stockholder’s _______ at which the proposed increase or
diminution of the capital stock or the _______ or _______ of any bonded indebtedness
is to be _______, must be addressed to each _______ at his _______ of residence as
shown on the books of the corporation and deposited to the addressee in the _______
office with postage _______, or _______ personally.
A certificate in _______ must be signed by a _______ of the directors of the corporation
and _______ by the _______ and the _______ of the stockholders’ meeting, setting
forth:
(1) That the _______ of this section have been _______ with;
(2) The _______ of the increase or _______ of the capital stock;
(3) If an increase of the capital stock, the amount of _______ stock or number
of shares of _______ stock thereof actually _______, the names, _______
and residences of the persons _______, the amount of capital stock or
number of no-par stock subscribed by each, and the amount _______ by each
on his subscription in _______ or _______, or the amount of capital stock or
number of shares of no-par stock _______ to each stock-holder if such
increase is for the purpose of making _______ stock _______ therefor
_______;
(4) Any _______ _______ to be incurred, created or increased;
(5) The _______ indebtedness of the corporation on the _______ of the
meeting;
(6) The amount of _______ represented at the meeting; and
(7) The _______ authorizing the increase or diminution of the capital stock, or
the incurring, creating or increasing of any bonded indebtedness.
Any increase or decrease in the capital stock or the incurring, creating or
increasing of any bonded indebtedness shall require _______ _______ of the
_______ and _______ Commission.
One of the duplicate _______ shall be kept on file in the _______ of the
corporation and the other shall be _______ with the Securities and Exchange
Commission and _______ to the _______ articles of incorporation. From and
after _______ by the Securities and Exchange Commission and the _______
by the Commission of its certificate of _______, the capital stock shall
_______increased or decreased and the incurring, creating or increasing of
any bonded indebtedness _______, as the _______ of filing may _______:
Provided, That the Securities and Exchange Commission shall not _______
for filing any certificate of increase of capital stock unless _______ by the
_______ _______ of the _______ of the corporation _______ holding office
at the time of the _______of the certificate, showing that at least twenty-five
(25%) percent of such increased capital stock has been _______ and that at
least twenty-five (25%) percent of the amount subscribed has been _______
either in _______ _______ to the corporation or that there has been _______
to the corporation _______ the _______ of which is equal to _______ percent
of the _______: Provided, further, That no _______ of the capital stock shall
be approved by the Commission if its _______ shall _______ the rights of
corporate _______.
_______ corporations may incur or create bonded indebtedness, or increase
the _______, with the approval by a majority _______ of the board of trustees
and of at least two-thirds (2/3) of the members in a meeting duly called for the
purpose.
 _______ issued by a corporation shall be _______ with the Securities and
Exchange Commission, which shall have the _______ to determine the
_______ of the _______ thereof. (17a)
Section 39. Power to deny pre-emptive right. – All stockholders of a stock corporation
shall enjoy _______ right to subscribe to all _______ or _______ of shares of any
_______, in _______ to their respective _______, unless such right is _______ by the
articles of incorporation or an _______ thereto: Provided, That such pre-emptive right
shall not _______ to shares to be issued in _______ with _______ requiring stock
_______ or _______ stock _______ by the _______; or to shares to be issued in
_______ _______ with the _______ of the stockholders representing two-thirds (2/3)
of the outstanding capital stock, in _______ for property _______ for corporate
_______ or in payment of a _______ _______ debt.
Section 40. Sale or other disposition of assets. – Subject to the provisions of _______
laws on illegal _______ and _______, a corporation may, by a majority vote of its board
of directors or trustees, sell, lease, _______, mortgage, pledge or otherwise _______
of all or _______ all of its property and assets, including its _______, upon such terms
and conditions and for such _______, which may be _______, _______, _______ or
other _______ for the _______ of money or other property or _______, as its board of
directors or trustees may deem _______, when _______ by the vote of the
stockholders representing at least two-thirds (2/3) of the outstanding capital stock, or
in case of non-stock corporation, by the vote of at least to two-thirds (2/3) of the
members, in a stockholder’s or member’s meeting duly called for the purpose. Written
notice of the proposed action and of the time and place of the meeting shall be
addressed to each stockholder or member at his place of residence as shown on the
books of the corporation and deposited to the addressee in the post office with postage
prepaid, or served personally: Provided, That any dissenting stockholder may exercise
his appraisal right under the conditions provided in this Code.
A _______ or other _______ shall be deemed to _______ substantially all the corporate
property and assets if _______ the corporation would be _______ _______ of _______
the business or _______ the purpose for which it was _______.
After such _______ or approval by the stockholders or members, the board of directors
or trustees may, _______, in its discretion, _______ such sale, _______, exchange,
_______, pledge or other disposition of property and assets, subject to the rights of
_______ _______ under any contract relating thereto, without further _______ or
approval by the stockholders or members.
Nothing in this section is intended to _______ the power of any corporation, without the
authorization by the stockholders or members, to _______, lease, exchange, mortgage,
_______ or otherwise dispose of any of its property and assets if the same is necessary
in the _______ and _______ course of business of said corporation or if the _______
of the sale or other disposition of such property and assets be _______ for the _______
of its _______ business.
In non-stock corporations where there are _______ members with _______ rights, the
vote of at least a _______ of the trustees in _______ will be _______ authorization for
the corporation to _______ into any _______ authorized by this section.
Section 41. Power to acquire own shares. – A stock corporation shall have the power
to _______ or acquire its own shares for a _______ _______ purpose or purposes,
including but not limited to the following cases: Provided, That the corporation has
_______ retained _______ in its _______ to cover the shares to be purchased or
acquired:
1. To eliminate _______ shares arising out of _______ dividends;
2. To _______ or _______ an _______ to the corporation, arising out of
unpaid _______, in a _______ sale, and to purchase _______ shares sold
during said sale; and
3. To pay _______ or _______ stockholders entitled to payment for their
shares under the provisions of this Code. (a)
Section 42. Power to invest corporate funds in another corporation or business or for
any other purpose. – Subject to the provisions of this Code, a private corporation may
_______ its funds in any other corporation or business or for any purpose other than
the _______ purpose for which it was _______ when approved by a majority of the
board of directors or trustees and _______ by the stockholders _______ at least two-
thirds (2/3) of the outstanding capital stock, or by at least two thirds (2/3) of the
members in the case of non-stock corporations, at a stockholder’s or member’s
_______ duly called for the purpose. Written notice of the proposed investment and the
time and place of the meeting shall be addressed to each stockholder or member at his
place of residence as shown on the books of the corporation and deposited to the
addressee in the post office with postage prepaid, or served personally: Provided, That
any _______ stockholder shall have _______ _______ as provided in this Code:
Provided, however, That where the _______ by the corporation is _______ _______
to accomplish its primary _______ as stated in the _______ of _______, the _______
of the stockholders or members shall not be _______. (17 1/2a)
Section 43. Power to declare dividends. - The board of directors of a stock corporation
may declare dividends out of the _______ _______ _______ which shall be _______
in cash, in _______, or in _______ to all stockholders on the _______ of outstanding
stock _______ by them: Provided, That any _______ dividends _______ on _______
stock shall first be _______ to the unpaid _______ on the subscription plus _______
and _______, while stock _______ shall be _______ from the delinquent stockholder
until his unpaid _______ is _______ paid: Provided, further, That no _______ dividend
shall be _______ without the approval of stockholders representing not less than two-
thirds (2/3) of the outstanding capital stock at a _______ or _______ meeting duly
called for the purpose. (16a)
Stock corporations are prohibited from retaining _______ _______ in excess of
_______ percent of their _______ capital stock, except: (1) when _______ by _______
corporate _______ projects or _______ approved by the board of directors; or (2) when
the corporation is prohibited under any _______ _______ with any _______ institution
or _______, whether local or foreign, from declaring dividends without its/his _______,
and such consent has not yet been _______; or (3) when it can be _______ shown that
such _______ is necessary under _______ circumstances _______ in the corporation,
such as when there is need for special _______ for _______ _______. (n)
Section 44. Power to enter into management contract. – No corporation shall _______
a _______ contract with another corporation unless such contract shall have been
_______ by the board of directors and by stockholders owning at least the _______ of
the outstanding capital stock, or by at least a majority of the members in the case of a
non-stock corporation, of both the _______ and the _______ corporation, at a meeting
duly called for the purpose: Provided, That (1) where a stockholder or stockholders
representing the same _______ of both the managing and the managed corporations
_______ or _______ more than _______ of the total outstanding capital stock entitled
to _______ of the _______ corporation; or (2) where a majority of the _______ of the
board of directors of the managing corporation also _______ a _______ of the
members of the board of _______ of the _______ corporation, then the management
_______ must be approved by the stockholders of the managed corporation owning at
least _______ of the total outstanding capital stock entitled to vote, or by at least two-
thirds (2/3) of the members in the case of a non-stock corporation. No management
contract shall be _______ into for a period longer than _______ years for any one
_______.
The provisions of the next preceding paragraph shall apply to any contract _______ a
corporation _______ to _______ or _______ all or substantially all of the _______ of
another corporation, whether such contracts are called _______ contracts, _______
_______ or otherwise: Provided, however, That such service contracts or operating
agreements which relate to the _______, development, _______ or _______ of
_______ _______ may be entered into for such _______ as may be provided by the
_______ laws or _______. (n)
Section 45. Ultra vires acts of corporations. – No corporation under this Code shall
_______ or _______ any corporate powers except those _______ by this Code or by
its articles of incorporation and except such as are _______ or _______ to the exercise
of the powers so conferred. (n)
TITLE V
BY LAWS
Section 46. Adoption of by-laws. – Every corporation _______ under this Code must,
within one (1) _______ after receipt of _______ _______ of the issuance of its _______
of incorporation by the Securities and Exchange Commission, _______ a _______ of
by-laws for its _______ not _______ with this Code. For the adoption of by-laws by the
corporation the _______ vote of the stockholders representing at least a majority of the
outstanding capital stock, or of at least a majority of the members in case of non-stock
corporations, shall be _______. The by-laws shall be signed by the stockholders or
members _______ for them and shall be _______ in the _______ _______ of the
corporation, subject to the _______ of the stockholders or members during _______
hours. A copy thereof, duly _______ to by a majority of the directors or trustees
_______ by the _______ of the corporation, shall be filed with the Securities and
Exchange Commission which shall be _______ to the _______ articles of
incorporation.
Notwithstanding the provisions of the preceding paragraph, by-laws may be adopted
and filed _______ to _______; in such case, such by-laws shall be _______ and
_______ by all the _______ and submitted to the Securities and Exchange
Commission, together with the _______ of _______.
In all cases, by-laws shall be _______ only upon the _______ by the Securities and
Exchange Commission of a _______ that the by-laws are not _______ with this Code.
The Securities and Exchange Commission shall not accept for filing the by-laws or any
amendment thereto of any _______, banking _______, _______ and _______
association, _______ company, _______ company, public _______, _______
institution or other _______ corporations governed by special laws, unless _______ by
a certificate of the _______ government _______ to the effect that such by-laws or
amendments are in _______ with law. (20a)
Section 47. Contents of by-laws. – Subject to the provisions of the Constitution, this
Code, other special laws, and the articles of incorporation, a private corporation may
provide in its by-laws for:
1. The time, place and _______ of calling and _______ regular or _______
meetings of the directors or trustees;
2. The time and manner of _______ and conducting regular or special
meetings of the _______ or _______;
3. The required _______ in meetings of stockholders or members and the
manner of _______ therein;
4. The _______ for _______ of stockholders and members and the manner
of _______ them;
5. The _______, _______ and _______ of directors or trustees, officers and
employees;
6. The time for _______ the annual _______ of directors of trustees and the
_______ or _______ of giving _______ thereof;
7. The manner of election or _______ and the term of _______ of all officers
other than _______ or _______;
8. The _______ for _______ of the by-laws;
9. In the case of stock corporations, the manner of _______ stock _______;
and
10. Such other matters as may be necessary for the _______ or _______
_______ of its corporate business and _______. (21a)
Section 48. Amendments to by-laws. – The board of directors or trustees, by a majority
vote thereof, and the _______ of at least a majority of the outstanding capital stock, or
at least a majority of the members of a _______ corporation, at a _______ or _______
meeting duly called for the purpose, may _______ or repeal any by-laws or _______
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 _______ to the board of
directors or trustees the _______ to amend or _______ any by-laws or adopt new by-
laws: Provided, That any power delegated to the board of directors or trustees to amend
or repeal any by-laws or adopt new by-laws shall be considered as _______ whenever
stockholders owning or representing a majority of the outstanding capital stock or a
majority of the members in non-stock corporations, shall _______ vote at a regular or
special meeting.
Whenever any _______ or new by-laws are adopted, such amendment or new by-laws
shall be _______ to the _______ by-laws in the _______ of the corporation, and a
_______ thereof, duly _______ under _______ by the corporate _______ and a
majority of the directors or trustees, shall be filed with the Securities and Exchange
Commission the _______ to be attached to the _______ articles of incorporation and
original _______.
The amended or new by-laws shall only be _______ upon the _______ by the
Securities and Exchange Commission of a _______ that the same are not _______
with this Code. (22a and 23a)
TITLE VI
MEETINGS
Section 49. Kinds of meetings. – Meetings of directors, trustees, stockholders, or
members may be _______ or _______. (n)
Section 50. Regular and special meetings of stockholders or members. - Regular
meetings of stockholders or members shall be held _______ on a date _______ in the
_______, or if not so fixed, on any date in _______ of every year as _______ by the
board of directors or trustees: Provided, That _______ notice of regular meetings shall
be _______ to all stockholders or members of _______ at least _______ weeks prior
to the meeting, unless a different _______ is required by the by-laws.
_______ meetings of stockholders or members shall be held at _______ time _______
necessary or as provided in the _______: Provided, however, That at least _______
week written notice shall be sent to _______ stockholders or members, unless
otherwise provided in the by-laws.
_______ of any meeting may be _______, expressly or impliedly, by any stockholder
or member.
Whenever, for any _______, there is no person authorized to _______ a meeting, the
Securities and Exchange Commission, upon _______ of a stockholder or member on
a _______ of _______ cause therefor, may issue an _______ to the petitioning
stockholder or member _______ him to call a meeting of the corporation by giving
_______ notice required by this Code or by the by-laws. The _______ stockholder or
member shall _______ thereat until at least a majority of the stockholders or members
present have _______ one of their _______ as _______ officer. (24, 26)
Section 51. Place and time of meetings of stockholders of members. – Stockholder’s
or member’s meetings, whether regular or special, shall be held in the city or
municipality where the _______ _______ of the corporation is located, and if _______
in the principal office of the corporation: Provided, That _______ _______ shall, for
purposes of this section, be _______ a city or municipality.
_______ of meetings shall be in _______, and the time and place thereof stated
_______.
All _______ had and any _______ transacted at any meeting of the stockholders or
members, if within the _______ or _______ of the corporation, shall be _______ even
if the meeting be _______ held or _______, provided all the stockholders or members
of the corporation are _______ or duly _______ at the meeting. (24 and 25)
Section 52. Quorum in meetings. – Unless otherwise provided for in this _______ or
in the _______, a _______ shall consist of the stockholders representing a _______ of
the outstanding capital stock or a majority of the _______ in the case of non-stock
corporations. (n)
Section 53. Regular and special meetings of directors or trustees. – Regular meetings
of the board of directors or trustees of _______ corporation shall be held _______,
unless the by-laws provide otherwise.
_______ meetings of the board of directors or trustees may be held at any time upon
the _______ of the _______ or as provided in the by-laws.
Meetings of directors or trustees of corporations may be held _______ in or _______
of the Philippines, unless the by-laws provide _______. 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) _______ prior to the _______ meeting, unless otherwise
provided by the by-laws. A director or trustee may _______ this requirement, either
_______ or _______. (n)
Section 54. Who shall preside at meetings. – The _______ shall preside at all
meetings of the _______ or _______ as well as of the _______ or _______, unless the
by-laws provide otherwise. (n)
Section 55. Right to vote of pledgors, mortgagors, and administrators. – In case of
_______ or mortgaged shares in stock corporations, the pledgor or _______ shall have
the right to attend and _______ at meetings of stockholders, unless the _______ or
mortgagee is _______ given by the pledgor or _______ such right in _______ which is
_______ on the _______ corporate _______. (n)
_______, administrators, _______, and other legal representatives duly _______ by
the court may _______ and vote in behalf of the stockholders or members _______
need of any written _______. (27a)
Section 56. Voting in case of joint ownership of stock. – In case of shares of stock
owned _______ by two or more persons, in order to _______ the same, the _______
of all the co-owners shall be necessary, unless there is a _______ _______, signed by
all the _______, authorizing one or some of them or any other _______ to vote such
share or shares: Provided, That when the shares are owned in an "_______ r" capacity
by the holders thereof, any one of the joint owners can _______ said shares or _______
a proxy therefor. (n)
Section 57. Voting right for treasury shares. – Treasury shares shall have _______
voting right as long as such shares remain in the _______. (n)
Section 58. Proxies. – Stockholders and members may vote in _______ or by _______
in all meetings of stockholders or members. Proxies shall in writing, _______ by the
stockholder or member and _______ before the _______ meeting with the corporate
_______. Unless otherwise provided in the _______, it shall be valid only for the
_______ for which it is _______. No proxy shall be _______ and _______ for a period
longer than _______ years at any one time. (n)
Section 59. Voting trusts. – One or more stockholders of a stock corporation may
_______ a voting trust for the purpose of _______ upon a trustee or trustees the right
to vote and other rights _______ to the shares for a period not exceeding _______
years at any time: Provided, That in the case of a voting trust _______ required as a
_______ in a _______ agreement, said voting trust may be for a period _______ five
(5) years but shall _______ _______ upon full _______ of the _______. A voting trust
agreement must be in _______ and _______, and shall specify the terms and
conditions thereof. A _______ copy of such agreement shall be filed with the
corporation and with the Securities and Exchange Commission; otherwise, said
agreement is _______ and _______. The certificate or certificates of stock _______ by
the voting trust agreement shall be _______ and new ones shall be _______ in the
name of the trustee or trustees stating that they are issued _______ to said agreement.
In the _______ of the corporation, it shall be _______ that the _______ in the name of
the trustee or trustees is made pursuant to said voting trust agreement.
The trustee or trustees shall _______ and _______ to the transferors voting trust
_______, which shall be _______ in the same _______ and with the same _______ as
certificates of _______.
The voting trust agreement filed with the corporation shall be subject to _______ by
any stockholder of the corporation in the same manner as any other corporate _______
or _______: Provided, That both the transferor and the _______ or trustees may
exercise the right of inspection of all corporate _______ and _______ in accordance
with the provisions of this Code.
Any _______ stockholder may _______ his shares to the _______ trustee or trustees
upon the terms and conditions _______ in the voting trust agreement, and _______
shall be _______ by all the provisions of said agreement.
No voting trust agreement shall be _______ into for the purpose of _______ the law
against _______ and illegal _______ in restraint of _______ or used for purposes of
_______.
Unless expressly _______, all rights _______ in a voting trust agreement shall
automatically _______ at the end of the _______ period, and the voting trust _______
as well as the certificates of _______ in the name of the trustee or trustees shall thereby
be _______ cancelled and new certificates of stock shall be _______ in the name of
the _______.
The _______ trustee or trustees may vote by _______ unless the _______ provides
otherwise. (36a)
TITLE VII
STOCKS AND STOCKHOLDERS
Section 60. Subscription contract. – Any contract for the _______ of _______ stock in
an _______ corporation or a corporation still to be _______ shall be deemed a _______
within the meaning of this _______, notwithstanding the fact that the parties _______
to it as a _______ or some other contract. (n)
Section 61. Pre-incorporation subscription. – A _______ for shares of stock of a
corporation still to be formed shall be _______ for a period of at least _______ months
from the date of _______, unless all of the other subscribers _______ to the _______,
or unless the incorporation of said corporation fails to _______ within said period or
within a longer period as may be _______ in the contract of subscription: Provided,
That no _______ subscription may be revoked after the _______ of the articles of
incorporation to the Securities and Exchange Commission. (n)
Section 62. Consideration for stocks. – Stocks shall not be issued for a consideration
less than the _______ or _______ price thereof. Consideration for the issuance of stock
may be any or a _______ of any _______ or more of the following:
1. _______ cash paid to the corporation;
2. _______, tangible or intangible, actually _______ by the corporation and
_______ or _______ for its _______ and _______ purposes at a _______
_______ equal to the par or issued _______ of the stock issued;
3. Labor performed for or services actually rendered to the corporation;
4. Previously incurred indebtedness of the corporation;
 5. Amounts transferred from unrestricted retained earnings to stated capital;
and
6. Outstanding shares exchanged for stocks in the event of reclassification or
conversion.
Where the consideration is other than actual cash, or consists of intangible
property such as patents of copyrights, the valuation thereof shall initially be
determined by the incorporators or the board of directors, subject to approval
by the Securities and Exchange Commission.
Shares of stock shall not be issued in exchange for promissory notes or future
service.
The same considerations provided for in this section, insofar as they may be
applicable, may be used for the issuance of bonds by the corporation.
The issued price of no-par value shares may be fixed in the articles of
incorporation or by the board of directors pursuant to authority conferred upon
it by the articles of incorporation or the by-laws, or in the absence thereof, by
the stockholders representing at least a majority of the outstanding capital
stock at a meeting duly called for the purpose. (5 and 16)
Section 63. Certificate of stock and transfer of shares. – The capital stock of stock
corporations shall be divided into shares for which certificates signed by the president
or vice president, countersigned by the secretary or assistant secretary, and sealed
with the seal of the corporation shall be issued in accordance with the by-laws. Shares
of stock so issued are personal property and may be transferred by delivery of the
certificate or certificates indorsed by the owner or his attorney-in-fact or other person
legally authorized to make the transfer. No transfer, however, shall be valid, except as
between the parties, until the transfer is recorded in the books of the corporation
showing the names of the parties to the transaction, the date of the transfer, the number
of the certificate or certificates and the number of shares transferred.
No shares of stock against which the corporation holds any _______ _______ shall be
_______ in the _______ of the corporation. (35)
Section 64. Issuance of stock certificates. – No _______ of stock shall be issued to a
_______ until the full _______ of his subscription together with _______ and _______
(in case of _______ shares), if any is due, has been paid. (37)
Section 65. Liability of directors for watered stocks. – Any director or officer of a
corporation _______ to the issuance of stocks for a _______ less than its _______ or
_______ value or for a consideration in any _______ other than cash, _______ in
_______ of its _______ value, or who, having _______ thereof, does not _______
express his _______ in writing and file the same with the corporate _______, shall be
_______, liable with the stockholder _______ to the corporation and its _______ for
the _______ between the fair _______ received at the time of _______ of the stock
and the _______ or _______ value of the same. (n)
Section 66. Interest on unpaid subscriptions. – Subscribers for stock shall pay to the
corporation _______ on all _______ subscriptions from the _______ of subscription, if
so _______ by, and at the rate of interest _______ in the _______. If no _______ of
interest is fixed in the by-laws, such rate shall be deemed to be the _______ _______.
(37)
Section 67. Payment of balance of subscription. – Subject to the provisions of the
_______ of subscription, the board of directors of any stock corporation may at any
time _______ due and _______ to the corporation _______ subscriptions to the
_______ stock and may _______ the same or such _______ thereof, in either case
with _______ interest, if any, as it may deem _______.
Payment of any _______ subscription or any _______ thereof, together with the
_______ accrued, if any, shall be made on the date _______ in the contract of _______
or on the date stated in the _______ made by the _______. Failure to _______ on such
date shall _______ the entire _______ due and payable and shall make the stockholder
liable for _______ at the _______ rate on such _______, unless a _______ rate of
interest is provided in the by-laws, _______ from such date until _______ payment. If
within _______ days from the said date no _______ is made, all stocks _______ by
said subscription shall _______ become _______ and shall be subject to _______ as
hereinafter provided, unless the board of directors _______ otherwise. (38)
Section 68. Delinquency sale. – The board of directors may, by _______, order the
_______ of delinquent stock and shall _______ state the _______ due on each
subscription _______ all _______ interest, and the date, time and place of the sale
which shall not be less than _______ days nor more than _______ days from the date
the stocks become _______.
_______ of said sale, with a copy of the _______, shall be sent to every _______
stockholder either _______ or by _______ mail. The same shall furthermore be
_______ once a week for two (2) _______ weeks in a newspaper of _______ circulation
in the _______ or city where the _______ office of the corporation is located.
Unless the delinquent stockholder _______ to the corporation, on or before the date
_______ for the _______ of the delinquent stock, the _______ due on his subscription,
plus accrued interest, _______ of _______ and _______ of sale, or unless the board
of directors otherwise _______, said delinquent stock shall be sold at _______
_______ to such _______ who shall offer to pay the _______ amount of the _______
on the subscription together with accrued interest, costs of advertisement and
expenses of sale, for the _______ number of shares or _______ of a share. The stock
so _______ shall be transferred to such _______ in the books of the corporation and a
certificate for such stock shall be issued in his _______. The _______ shares, if any,
shall be _______ in favor of the delinquent stockholder who shall _______ be entitled
to the _______ of a certificate of stock covering such shares.
Should there be no _______ at the public auction who _______ to pay the full amount
of the balance on the _______ together with accrued interest, costs of advertisement
and expenses of sale, for the smallest number of shares or fraction of a share, the
_______ may, subject to the provisions of this Code, _______ for the same, and the
total amount _______ shall be _______ as paid in _______ in the _______ of the
corporation. _______ to all the shares of stock covered by the subscription shall be
_______ in the corporation as _______ shares and may be _______ of by said
corporation in accordance with the provisions of this Code. (39a-46a)
Section 69. When sale may be questioned. – No action to _______ delinquent stock
sold can be _______ upon the ground of _______ or _______ in the _______ of sale,
or in the _______ itself of the delinquent stock, unless the _______ seeking to maintain
such action first pays or _______ to the party holding the stock the _______ for which
the same was _______, with _______ from the date of _______ at the legal _______;
and no such action shall be maintained unless it is _______ by the filing of a _______
within six (6) _______ from the date of sale. (47a)
Section 70. Court action to recover unpaid subscription. – Nothing in this Code shall
_______ the corporation from _______ by _______ in a court of _______ jurisdiction
the amount due on any unpaid _______, with accrued interest, _______ and expenses.
(49a)
Section 71. Effect of delinquency. – No _______ stock shall be voted for or be
_______ to vote or to _______ at any stockholder’s meeting, nor shall the _______
thereof be _______ to any of the rights of a stockholder except the right to _______ in
accordance with the provisions of this Code, _______ and _______ he pays the
amount due on his subscription with accrued _______, and the costs and expenses of
_______, if any. (50a)
Section 72. Rights of unpaid shares. – Holders of _______ shares not fully _______
which are not _______ shall have _______ the rights of a stockholder. (n)
Section 73. Lost or destroyed certificates. – The following _______ shall be followed
for the _______ by a corporation of new certificates of stock in _______ of those which
have been lost, _______ or destroyed:
1. The _______ owner of a certificate of stock in a corporation or his legal
_______ shall file with the corporation an _______ in _______ setting forth, if
possible, the _______ as to how the certificate was lost, stolen or destroyed,
the number of _______ represented by such certificate, the _______ number
of the certificate and the _______ of the corporation which issued the same.
He shall also submit such other _______ and _______ which he may deem
necessary;
2. After _______ the affidavit and other information and evidence with the
_______ of the corporation, said corporation shall _______ a _______ in a
newspaper of general circulation _______ in the place where the corporation
has its _______ office, _______ a week for _______ consecutive weeks at
the _______ of the registered _______ of the certificate of stock which has
been lost, stolen or destroyed. The notice shall state the name of said
_______, the _______ of the registered owner and the _______ number of
said _______, and the number of shares _______ by such certificate, and that
after the _______ of one (1) _______ from the date of the _______
publication, if no _______ has been presented to said corporation regarding
said certificate of stock, the _______ to make such contest shall be _______
and said corporation shall _______ in its books the _______ of stock which
has been lost, stolen or destroyed and issue in _______ thereof new
certificate of stock, unless the registered owner files a _______ or other
_______ in lieu thereof as may be required, _______ for a period of one (1)
_______, for such amount and in such _______ and with such _______ as
may be _______ to the board of directors, in which case a new certificate may
be issued even _______ the expiration of the one (1) year period provided
herein: Provided, That if a _______ has been _______ to said corporation or
if an _______ is _______ in court regarding the _______ of said certificate of
stock which has been lost, stolen or destroyed, the issuance of the new
certificate of stock in lieu thereof shall be _______ until the _______ decision
by the _______ regarding the _______ of said certificate of stock which has
been lost, stolen or destroyed.
Except in case of _______, bad faith, or _______ on the part of the corporation
and its _______, no action may be brought against any corporation which shall
have issued certificate of stock in lieu of those lost, stolen or destroyed
pursuant to the procedure _______. (R.A. 201a)
TITLE VIII
CORPORATE BOOKS AND RECORDS
Section 74. Books to be kept; stock transfer agent. – Every corporation shall keep and
_______ _______ at its principal office a _______ of all business transactions and
_______ of all meetings of stockholders or members, or of the board of directors or
trustees, in which shall be set forth in _______ the time and place of _______ the
meeting, how _______, the notice given, whether the meeting was regular or special,
if _______ its _______, those _______ and _______, and every act done or _______
done at the meeting. Upon the _______ of any director, trustee, stockholder or
member, the time when any director, trustee, stockholder or member _______ or
_______ the meeting must be noted in the _______; and on a _______ demand, the
_______ and _______ must be taken on any motion or _______, and a record thereof
_______ made. The _______ of any director, trustee, stockholder or member on any
action or _______ action must be recorded in _______ on his demand.
The _______ of all _______ transactions of the corporation and the minutes of any
meetings shall be _______ to _______ by any director, trustee, stockholder or member
of the corporation at reasonable _______ on _______ days and he may demand, in
writing, for a copy of _______ from said records or minutes, at his _______.
Any officer or agent of the corporation who shall _______ to allow any director, trustees,
stockholder or member of the corporation to _______ and _______ excerpts from its
_______ or _______, in accordance with the provisions of this Code, shall be liable to
such director, trustee, stockholder or member for _______, and in addition, shall be
guilty of an _______ which shall be _______ under Section _______ of this Code:
Provided, That if such _______ is made pursuant to a _______ or order of the board
of directors or trustees, the _______ under this section for such action shall be _______
upon the directors or trustees who _______ for such refusal: and Provided, further,
That it shall be a _______ to any action under this section that the person _______ to
examine and copy _______ from the corporation’s records and minutes has _______
used any information _______ through any _______ examination of the records or
minutes of such corporation or of any other corporation, or was not _______ in good
faith or for a _______ purpose in making his _______.
Stock corporations must also keep a _______ to be known as the "_______ and
_______ book", in which must be kept a _______ of all stocks in the names of the
stockholders _______ arranged; the _______ paid and unpaid on all stock for which
_______ has been made, and the date of payment of any _______; a statement of
every _______, sale or _______ of stock made, the date _______, and by and to whom
made; and such other _______ as the by-laws may _______. The stock and transfer
book shall be kept in the principal office of the corporation or in the office of its _______
transfer _______ and shall be open for _______ by any director or stockholder of the
corporation at _______ hours on business _______.
No stock _______ agent or one engaged _______ in the business of _______ transfers
of stocks in _______ of a stock corporation shall be allowed to _______ in the
Philippines unless he _______ a _______ from the Securities and Exchange
Commission and pays a _______ as may be fixed by the Commission, which shall be
_______ annually: Provided, That a stock corporation is not _______ from performing
or making _______ of its own stocks, in which case all the _______ and _______
imposed on stock transfer agents, except the payment of a _______ fee herein
provided, shall be _______. (51a and 32a; P.B. No. 268.)
Section 75. Right to financial statements. – Within _______ days from receipt of a
written _______ of any stockholder or member, the corporation shall _______ to him
its most recent _______ statement, which shall include a _______ _______ as of the
end of the last _______ year and a _______ or _______ statement for said taxable
year, showing in _______ detail its assets and liabilities and the _______ of its
operations.
At the regular meeting of stockholders or members, the board of directors or trustees
shall _______ to such stockholders or members a _______ report of the _______ of
the corporation for the _______ year, which shall include financial _______, duly signed
and _______ by an _______ certified public _______.
However, if the _______ capital of the corporation is less than _______, the financial
statements may be certified under _______ by the _______ or any _______ officer of
the corporation. (n)
TITLE IX
MERGER AND CONSOLIDATION
Section 76. Plan or merger of consolidation. – Two or more corporations may _______
into a single corporation which shall be one of the _______ corporations or may
_______ into a new _______ corporation which shall be the _______ corporation.
The board of directors or trustees of each corporation, _______ to the merger or
consolidation, shall _______ a _______ of merger or consolidation setting forth the
following:
1. The _______ of the corporations _______ to merge or consolidate,
_______ referred to as the _______ corporations;
2. The _______ of the merger or consolidation and the _______ of carrying
the _______ into _______;
3. A statement of the _______, if any, in the articles of incorporation of the
_______ corporation in case of _______; and, with respect to the _______
corporation in case of consolidation, all the _______ required to be set forth
in the _______ of incorporation for corporations organized under this Code;
and
4. Such other provisions with respect to the proposed merger or consolidation
as are deemed _______ or _______. (n)
Section 77. Stockholder’s or member’s approval. – Upon _______ by majority vote of
_______ of the board of directors or trustees of the constituent _______ of the plan of
merger or consolidation, the same shall be _______ for approval by the stockholders
or members of each of such corporations at _______ corporate meetings duly called
for the purpose. _______ of such meetings shall be given to all stockholders or
members of the _______ corporations, at least _______ weeks prior to the date of the
meeting, either _______ or by _______ mail. Said notice shall state the _______ of the
meeting and shall include a copy or a _______ of the plan of merger or consolidation.
The _______ vote of stockholders representing at least two-thirds (2/3) of the
outstanding capital stock of each corporation in the case of stock corporations or at
least two-thirds (2/3) of the members in the case of non-stock corporations shall be
_______ for the _______ of such plan. Any _______ stockholder in stock corporations
may exercise his _______ right in accordance with the Code: Provided, That if after the
approval by the stockholders of such plan, the board of directors decides to _______
the plan, the appraisal right shall be _______.
Any _______ to the plan of merger or consolidation may be _______, provided such
amendment is approved by _______ vote of the respective boards of directors or
trustees of all the _______ corporations and _______ by the _______ vote of
stockholders representing at least two-thirds (2/3) of the outstanding capital stock or of
two-thirds (2/3) of the members of each of the constituent corporations. Such _______,
together with any _______, shall be considered as the _______ of merger or
consolidation. (n)
Section 78. Articles of merger or consolidation. – After the approval by the
stockholders or members as required by the _______ section, articles of _______ or
articles of _______ shall be executed by _______ of the constituent corporations, to be
signed by the _______ or _______ and certified by the _______ or assistant _______
of each corporation setting forth:
 1. The plan of the merger or the plan of consolidation;
2. As to stock corporations, the number of shares _______, or in the case of
non-stock corporations, the number of members; and
3. As to each corporation, the number of shares or members _______ for and
against such plan, _______. (n)
Section 79. Effectivity of merger or consolidation. – The _______ of merger or of
consolidation, _______ and _______ as herein above required, shall be submitted to
the Securities and Exchange Commission in _______ for its approval: Provided, That
in the case of merger or consolidation of _______ or banking _______, _______ and
loan _______, trust _______, _______ companies, public _______, _______
institutions and other _______ corporations governed by _______ laws, the _______
recommendation of the _______ government _______ shall first be _______. If the
Commission is _______ that the merger or consolidation of the corporations concerned
is not _______ with the provisions of this Code and _______ laws, it shall issue a
_______ of merger or of consolidation, at which time the merger or consolidation shall
be _______.
If, upon _______, the Securities and Exchange Commission has _______ to believe
that the _______ merger or consolidation is _______ to or inconsistent with the
provisions of this Code or existing laws, it shall set a _______ to give the corporations
_______ the _______ to be heard. Written _______ of the date, time and place of
hearing shall be given to each _______ corporation at least two (2) _______ before
said _______. The Commission shall _______ proceed as provided in this Code. (n)
Section 80. Effects of merger or consolidation. – The merger or consolidation shall
have the following effects:
1. The constituent corporations shall become a _______ corporation which, in
case of _______, shall be the _______ corporation _______ in the plan of
merger; and, in case of _______, shall be the _______ corporation designated
in the _______ of consolidation;
2. The _______ existence of the constituent corporations shall _______,
except that of the _______ or the _______ corporation;
3. The surviving or the consolidated corporation shall _______ all the rights,
_______, _______ and powers and shall be subject to all the _______ and
_______ of a corporation organized under this Code;
4. The surviving or the consolidated corporation shall _______ and _______
possess all the _______, privileges, immunities and _______ of each of the
constituent corporations; and all _______, real or personal, and all _______
due on whatever _______, including _______ to shares and other _______ in
action, and all and every other _______ of, or _______ to, or _______ to each
constituent corporation, shall be deemed _______ to and _______ in such
surviving or consolidated corporation without _______ act or _______; and
5. The surviving or consolidated corporation shall be _______ and _______
for all the liabilities and obligations of each of the constituent corporations in
the same _______ as if such surviving or consolidated corporation had itself
_______ such liabilities or obligations; and any _______ claim, _______ or
_______ brought by or against any of such constituent corporations may be
_______ by or against the surviving or consolidated corporation. The rights of
_______ or _______ upon the _______ of any of such constituent
corporations shall not be _______ by such merger or consolidation. (n)
TITLE X
APPRAISAL RIGHT
Section 81. Instances of appraisal right. – Any stockholder of a corporation shall have
the right to _______ and _______ payment of the _______ value of his _______ in the
following instances:
1. In case any _______ to the articles of incorporation has the effect of
_______ or _______ the rights of any stockholder or _______ of shares, or of
authorizing _______ in any respect _______ to those of _______ shares of
any class, or of _______ or _______ the term of corporate _______;
2. In case of sale, _______, exchange, transfer, _______, _______ or other
_______ of all or _______ all of the _______ property and _______ as
provided in the Code; and
3. In case of _______ or _______. (n)
Section 82. How right is exercised. – The appraisal right may be exercised by any
stockholder who shall have voted _______ the proposed corporate _______, by
making a written _______ on the corporation within _______ days after the date on
which the vote was _______ for _______ of the fair _______ of his shares: Provided,
That _______ to make the demand within such period shall be deemed a _______ of
the appraisal right. If the proposed corporate action is _______ or _______, the
corporation shall pay to such stockholder, upon _______ of the certificate or certificates
of stock _______ his shares, the fair value _______ as of the day _______ to the date
on which the vote was taken, excluding any _______ or depreciation in _______ of
such corporate action.
If within a period of _______ days from the date the corporate action was _______ by
the stockholders, the _______ stockholder and the corporation cannot _______ on the
fair value of the shares, it shall be _______ and _______ by _______ disinterested
persons, one of whom shall be _______ by the stockholder, another by the corporation,
and the third by the two thus _______. The _______ of the _______ of the appraisers
shall be _______, and their award shall be paid by the corporation within_______ days
after such _______ is made: Provided, That _______ payment shall be made to any
_______ stockholder unless the corporation has _______ retained earnings in its
_______ to _______ such payment: and Provided, further, That upon payment by the
corporation of the _______ or _______ price, the stockholder shall _______ transfer
his shares to the _______. (n)
Section 83. Effect of demand and termination of right. – From the time of _______ for
payment of the fair value of a stockholder’s shares until either the _______ of the
corporate action _______ or the _______ of the said shares by the corporation, all
rights _______ to such shares, including _______ and _______ rights, shall be
_______ in accordance with the provisions of this Code, except the right of such
stockholder to _______ _______ of the fair value thereof: Provided, That if the _______
stockholder is not paid the _______ of his shares within _______ days after the award,
his voting and dividend rights shall _______ be _______. (n)
Section 84. When right to payment ceases. – No _______ for payment under this
_______ may be withdrawn unless the corporation _______ thereto. If, however, such
demand for payment is _______ with the consent of the corporation, or if the proposed
_______ action is abandoned or _______ by the corporation or _______ by the
Securities and Exchange Commission where such approval is _______, or if the
Securities and Exchange Commission _______ that such stockholder is not _______
to the _______ right, then the right of said stockholder to be _______ the fair value of
his shares shall _______, his _______ as a stockholder shall thereupon be _______,
and all dividend _______ which would have _______ on his shares shall be paid to
him. (n)
Section 85. Who bears costs of appraisal. – The costs and _______ of appraisal shall
be _______ by the corporation, unless the fair value _______ by the _______ is
_______ the same as the _______ which the corporation may have _______ to pay
the stockholder, in which case they shall be borne by the _______. In the case of an
action to _______ such fair value, all _______ and expenses shall be _______ against
the corporation, unless the _______ of the stockholder to receive payment was
_______. (n)
Section 86. Notation on certificates; rights of transferee. – Within _______ days after
_______ payment for his shares, a dissenting stockholder shall submit the _______ of
stock representing his _______ to the corporation for _______ thereon that such
shares are _______ shares. His _______ to do so shall, at the _______ of the
corporation, _______ his rights under this Title. If shares represented by the certificates
_______ such notation are _______, and the certificates _______ cancelled, the rights
of the _______ as a dissenting _______ under this Title shall cease and the _______
shall have all the rights of a _______ stockholder; and all _______ distributions which
would have accrued on such shares shall be paid to the _______. (n)
TITLE XI
NON-STOCK CORPORATIONS
Section 87. Definition. – For the _______ of this Code, a non-stock corporation is one
where _______ part of its income is _______ as _______ to its members, trustees, or
officers, subject to the provisions of this Code on _______: Provided, That any _______
which a non-stock corporation may obtain as an _______ to its _______ shall,
whenever _______ or _______, be used for the _______ of the purpose or purposes
for which the corporation was _______, subject to the provisions of this Title.
The provisions governing stock corporation, when pertinent, shall be applicable to non-
stock corporations, except as may be covered by specific provisions of this Title. (n)
Section 88. Purposes. – Non-stock corporations may be formed or organized for
charitable, _______, educational, _______, cultural, _______, literary, _______, social,
_______ service, or _______ purposes, like _______, industry, _______ and like
_______, or any _______ thereof, subject to the _______ provisions of this Title
governing _______ classes of non-stock corporations. (n)
CHAPTER I
MEMBERS
Section 89. Right to vote. – The right of the _______ of any class or classes to vote
may be _______, broadened or _______ to the _______ specified in the articles of
incorporation or the by-laws. Unless so limited, _______ or denied, each member,
regardless of _______, shall be entitled to one _______.
Unless otherwise provided in the articles of incorporation or the by-laws, a member
may vote by _______ in accordance with the provisions of this Code. (n)
Voting by _______ or other similar _______ by members of non-stock corporations
may be authorized by the by-laws of non-stock corporations with the _______ of, and
under such conditions which may be _______ by, the Securities and Exchange
Commission.
Section 90. Non-transferability of membership. – _______ in a non-stock corporation
and all _______ arising therefrom are _______ and _______, unless the articles of
incorporation or the by-laws otherwise provide. (n)
Section 91. Termination of membership. – Membership shall be _______ in the
manner and for the _______ provided in the articles of incorporation or the by-laws.
Termination of _______ shall have the effect of _______ all _______ of a member in
the corporation or in its _______, unless otherwise provided in the articles of
incorporation or the by-laws. (n)
CHAPTER II
TRUSTEES AND OFFICES
Section 92. Election and term of trustees. – Unless otherwise provided in the articles
of incorporation or the by-laws, the board of trustees of non-stock corporations, which
may be more than _______ in number as may be _______ in their articles of
incorporation or by-laws, shall, as soon as organized, so _______ themselves that the
_______ of office of one-third (1/3) of their _______ shall _______ every year; and
_______ elections of trustees comprising _______ of the board of trustees shall be
held _______ and trustees so elected shall have a term of _______ years. Trustees
thereafter elected to fill _______ occurring before the expiration of a _______ term shall
hold _______ only for the _______ period.
No person shall be elected as _______ unless he is a member of the _______.
Unless otherwise provided in the articles of incorporation or the by-laws, _______ of a
non-stock corporation may be _______ elected by the members. (n)
Section 93. Place of meetings. – The by-laws may provide that the members of a non-
stock corporation may hold their regular or special meetings at _______ place even
_______ the place where the principal office of the corporation is _______: Provided,
That _______ notice is sent to all members _______ the date, time and place of the
meeting: and Provided, further, That the place of meeting shall be within the _______.
(n)
meeting of _______ having _______ rights. Written notice setting forth the proposed
_______ of distribution or a _______ thereof and the date, time and place of such
meeting shall be given to each member _______ to vote, within the time and in the
manner provided in this Code for the giving of _______ of meetings to members. Such
plan of distribution shall be adopted upon approval of at least _______ of the members
having voting rights _______ or _______ by proxy at such meeting. (n)
TITLE XII
CLOSE CORPORATIONS

CHAPTER III
DISTRIBUTION OF ASSETS IN NON-STOCK CORPORATIONS
Section 94. Rules of distribution. – In case _______ of a non-stock corporation in
accordance with the provisions of this Code, its _______ shall be _______ and
_______ as follows:
1. All _______ and obligations of the corporation shall be _______, _______
and discharged, or _______ provision shall be made therefore;
2. _______ held by the corporation upon a condition requiring _______,
transfer or _______, and which _______ occurs by reason of the _______,
shall be returned, _______ or conveyed in accordance with such _______;
3. Assets _______ and _______ by the corporation subject to limitations
_______ their use only for _______, religious, _______, educational or similar
_______, but not held upon a condition _______ return, transfer or
conveyance by _______ of the dissolution, shall be transferred or conveyed
to one or _______ corporations, _______ or _______ engaged in _______ in
the _______ substantially _______ to those of the _______ corporation
according to a plan of distribution _______ pursuant to this Chapter;
Section 96. Definition and applicability of Title. - A _______ corporation, within the
meaning of this Code, is one whose _______ of incorporation provide that: (1) All the
corporation’s _______ stock of all classes, _______ of _______ shares, shall be held
of _______ by not more than a _______ number of persons, not exceeding _______;
(2) all the issued stock of all _______ shall be subject to one or more specified _______
on _______ permitted by this Title; and (3) The corporation shall not _______ in any
stock _______ or make any public _______ of any of its stock of any class.
Notwithstanding the _______, a corporation shall not be _______ a close corporation
when at least _______ of its voting _______ or voting _______ is owned or _______
by another _______ which is not a _______ corporation within the meaning of this
Code.
Any corporation may be _______ as a close corporation, except _______ or _______
companies, stock _______, banks, _______ companies, public _______, _______
institutions and corporations declared to be _______ with public _______ in
accordance with the provisions of this Code.
The provisions of this Title shall _______ govern close corporations: Provided, That the
provisions of other _______ of this Code shall apply _______ except insofar as this
Title otherwise _______.

4. Assets other than those _______ in the preceding paragraphs, if any, shall
be distributed in accordance with the provisions of the _______ of
incorporation or the _______, to the _______ that the articles of incorporation
or the by-laws, determine the _______ rights of members, or any class or
classes of _______, or provide for _______; and

5. In any other case, assets may be distributed to such _______, societies,

_______ or corporations, whether or not organized for _______, as may be
_______ in a plan of _______ adopted pursuant to this Chapter. (n)

Section 95. Plan of distribution of assets. – A _______ providing for the distribution of
assets, not _______ with the provisions of this Title, may be _______ by a non-stock
corporation in the process of _______ in the following manner:

The board of trustees shall, by _______ vote, adopt a resolution _______ a plan of
distribution and directing the _______ thereof to a _______ at a regular or special