BILL IN EXCHANGE

- It is an unconditional order in writing addressed by one person to another, signed by the person giving it,
requiring the person to whom it is addressed to pay on demand or ar a fixed or determinable future time
a sum certain in money to order or to bearer.
Classes of Bill of Exchange
1. Foreign Bill of Exchange – drawn in the other country and payable in different country
2. Inland Bill of Exchange – drawn and payable within the State
3. Draft – a bill of exchange payable on demand or at sight, or at some future determinable time.
Ex
Manila, Philippines
August 14, 2004

P 1,000
At sight pay to the order of Fe M. De Leon One Thousand Pesos and charge the same
to the account
of
Philippine National Bank
by:
STOCKHOLDER’S MEETING:
-The stockholder have no power to act as or for the corporation except at a corporate meeting
called and conducted according to law. This rules arises from the need to protect the stockholder by
providing them w/ notice of meeting and giving them opportunity to attend the meeting, discuss the
issues and vote.
Date of Regular Meeting: the date so fixed by the by-laws, if not fixed, on any date of April as the
BOD/T may determined.
Date of Special Meeting: at any time deemed necessary or as provided for in the by-laws.
REQUIREMENTS FOR A VALID STOCKHOLDERS’ MEETING
1. It must be held on the date fixed in the by-laws or in accordance w/ law
2. Prior notice must be given
-sec. 50-51 requires that written notice of regular meeting shall be sent 2 weeks prior to the
meeting, whereas, 1 week prior notice is required for special meetings.
XPNS: (a) if the by-laws provide for a different period for sending out notice for regular or specila
meeting (b) waiver, either express or implied
3. It must be held at the Proper Place
Sec. 51. PLACE AND TIME OF MEETINGS OF STOCKHOLDERS OR MEMBERS – stockholder‘s or
members meeting whether regular or special, shall e held in the city or municipality where the principal
office of the corporation is located, and if practicable in the principal office of the corporation.
Note: there is no law allowing a STOCK corporation to hold a meting outside the city or
municipalty where the principal office is located, NON-STOCK corporations are allowed to
provide a provision in its by-laws any place of members’ meeting provided there is proper notice
(Sec. 93).
4. It must be called by the Proper Party
- the following are authorized to call a meeting
a. The person or persons authorized under the by-laws
b. Absent of any provision, it may be called by the President
c. By the secretary on order of the Pres. or on written demand of the stockholders representing at
least a majority of the outstanding capital stock
d. A stock holder as empowered by the proper forum pursuant to Sec. 50
5. Quorum and Voting Requirements must be met
Sec.52. QUORUM IN MEETINGS – unless otherwise provided for in this Code or in the By-Laws, a
quorum shall consist of the stockholders representing a majority of the outstanding capital stock or a
majority of members in case of non-stock corporation.
DIRECTOR’S/TRUSTEES’ MEETING

Sec.53. Regular and Special Meetings of Directors or Trustees –Regular meetings of the BOD/T of every
corporation shall be held monthly, unless the by-laws provide otherwise.
Special meetings of the BOD/T may be held at any time 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 meeting stating the date, time and place of the meeting
must be sent to every directors or trustee at least one day prior to the scheduled meeting, unless otherwise
provided by the by-laws. A director or trustee may waive this requirement, either expressly or implied.