Basic

Content
of By-Laws

1. Matters Usually
Found
inplace
the
By- ofLaws
(a) Time,
and manner
calling and
conducting regular and special meetings of
directors and trustees; places for meetings of
directors or trustees may be outside the
Philippines if it so provided in the by-laws
(b) Time and manner of calling and conducting
regular and special meetings of the stockholders
or members;
(c) Required quorum in meetings of stockholders
and the manner of voting
(d) Form for proxies of stockholders and members
and manner of voting;
(e) Qualifications, duties and compensation of
directors/trustees, officers, employees;

 (f) Time for holding annual election of

directors or trustees, mode and
manner of giving notice thereto;
(g) Manner of election or appointment
and the term of office of all officers
except directors or trustees;
(h) Penalties for violation of by-laws
(i) Manner of issuing stock certificates;
and
(j) Such other matters necessary for
the power means of corporate business
and affairs

2. Other Matters that May

Be
Included
in
the
By-Laws
(a) Designation of time when voting rights

may be exercised by stockholders of record;

(b) Providing for additional officers for the
corporation;
(c) Provisions for thee compensation of the
directors;
(d) Creation of an Executive Committee;
(e) Date of the annual meeting or provisions
of special meetings of the stockholders or
members of the corporation;
(f) Quorum on meetings of stockholders or
members of the corporation;

 (g) Providing for the presiding officer

at meetings of the directors or
trustees, as well as of the
stockholders or members;
(h) Procedure for issuance of
certificates of share of stock;
(i) Providing for interest of unpaid
subscriptions;
(j) Entries to be made in the stock
and transfer book; and
(k) Providing for meetings of the
members in a non-stock corporation

3. Matters That May Be Found in

Both the
Articles of Incorporation and the
By-Laws
(a) Providing for cumulative voting in
non-stock corporations;
(b) Providing for s higher quorum
requirement for a valid board
meeting;
(c) Limiting, broadening or denial of
the right to vote, including voting by
proxy, for members in non-stock
corporations;
(d) Transferability of membership in

 (e) Termination of membership in

a non-stock corporations;
(f) Manner of election and term
of office of trustees and officers
in non-stock corporations;
(g) Manner of distribution of
assets in non-stock corporations
upon dissolution; and
(h) Providing for staggered board
in educational institutions;

4. Matters That Cannot

Be Provided for in the
By-Laws

(a) Classification of shares of

stock and preferences
granted to preferred shares
(b) Provisions on founders
shares;
(c) Providing for redeemable
shares;
(d) Provisions on the purposes

 (e) Providing for the

corporate term of
existence;
(f) Capitalization of stock
corporations;
(g) Corporate name; and
(h) Denial of pre-emptive
rights;