TITLE VI - MEETINGS

• The general rule is that every member of a nonstock corporation, and every legal owner of shares in a stock corporation, has a right to be present and to vote in all corporate meetings.

  TRUE
• Voting may be expressed personally, or through proxies who vote in their representative capacities.

  TRUE
• Directors must act as a body in a meeting called pursuant to the law or the corporation's by-laws, otherwise, any action taken therein may be questioned by any objecting director or shareholder.

  TRUE
• The general rule is that a corporation, through its board of directors, should act in the manner and within the formalities, if any, prescribed by its charter or by the general law.

  TRUE
• An action of the board of directors during a meeting, which was illegal for lack of notice, may not be ratified.

  FALSE
• Notice of meeting may not be waived, expressly or impliedly, by any stockholder or member.

  FALSE
• Stockholder's or member's meetings shall be held in the city or municipality where the principal office of the corporation is located.

  FALSE
• Regular meetings of stockholders or members shall be held annually on a date fixed in the bylaws, or if not so fixed, on any date after April 15 of every year as determined by the board of directors or trustees.

  TRUE
• In regular meetings of stockholders or members, a written notice of regular meetings shall be sent to all stockholders or members of record at least 10 days prior to the meeting.

  FALSE
• Written notice of regular meetings may be sent to all stockholders or members of record through electronic mail or such other manner as the SEC shall allow under its guidelines.

  TRUE
• Any city or municipality in Metro Manila, Metro Cebu, Metro Davao, and other Metropolitan areas shall, for purposes of stockholders' or members' meetings, be considered a city or municipality.

  TRUE
• Notice of meetings shall be sent through the means of communication provided in the by-laws, which notice shall state the time, place and purpose of the meetings.

  TRUE
• As a rule, a quorum shall consist of the stockholders representing a majority of the outstanding capital stock or a majority of the members in the case of nonstock corporations.

  TRUE
• Unless the articles of incorporation or the bylaws provides for a greater majority, a majority of the directors or trustees as stated in the articles of incorporation shall constitute a quorum to transact corporate business.

  TRUE
• Is the book which records the names and addresses of all stockholders arranged alphabetically, the installments paid and unpaid on all stock for which subscription has been made, and the date of payment thereof.

  STOCK AND TRANSFER BOOK
• Every decision of at least a majority of the directors or trustees present at a meeting at which there is a quorum shall be valid as a corporate act.

  FALSE
• The election of officers which requires the vote of a majority of all the members of the board.

  TRUE
• Meetings of directors or trustees of corporations may be held anywhere in or outside of the Philippines, unless the bylaws provide otherwise.

  TRUE
• 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 1 day prior to the scheduled meeting, unless a longer time is provided in the bylaws.

  FALSE
• In case of pledged or mortgaged shares in stock corporations, the pledgee or mortgagee shall have the right to attend and vote at meetings of stockholders.

  FALSE
• In case of shares of stock owned jointly by two or more persons, in order to vote the same, the consent of all the co-owners shall be necessary.

  TRUE
• Treasury shares shall have no voting right as long as such shares remain in the Treasury.

  TRUE
• Directors or trustees cannot attend or vote by proxy at board stockholders' meetings. meetings but there is no prohibition for them to act as proxies in

  TRUE
• The purposes of proxies are the following, except:

  1. For convenience.
  2. It assures the presence of all.
  3. It enables those who do not wish to attend the meeting to protect their interest.
  4. It secures voting control.

  2
• Revocation of proxy may be made through the following, except:

  1. Formal notice;
  2. Verbal communication; or
  3. Conduct
  4. None of the above

  4
• Voting trust


  A trust created by an agreement between a group of the stockholders of a corporation and the trustee or by a group of identical agreements between individual stockholders and a common trustee, whereby it is provided that for a term of years, or for a period contingent upon a certain event, or until the agreement is terminated, control over the stock owned by such stockholders, either for certain purposes or for all purposes, is to be lodged in the trustee, either with or without a reservation to the owners, or persons designated by them, of the power to direct how such control shall be used
• VOTING TRUST AGREEMENT
• The following are the requirements imposed on a voting trust agreement, except:
• The agreement must be in writing and notarized and specify the terms and conditions thereof.
• A certified copy of such agreement shall be filed with the corporation and with the Securities and Exchange Commission; non-compliance, however, said agreement is effective and enforceable.
• The certificate or certificates of stock covered by the voting trust agreement shall be cancelled and new ones shall be issued in the name of the trustee or trustees stating that they are issued pursuant to said agreement.
• It shall be noted that the transfer in the name of the trustee or trustees is made pursuant to said voting trust agreement.
• The three tests of voting trust agreement are the following:

  1. That the voting rights of the stock are separated from the other attributes of ownership.
  2. That the voting rights granted are intended to be irrevocable for a definite period of time.
  3. That the principal purpose of the grant of voting rights is to acquire voting control of the corporation.
  4. All of the above.

  4
• A stockholder or member may propose the holding of a special meeting and items to be included in the agenda.

  TRUE
• Whenever for any cause, there is no person authorized or the person authorized unjustly refuses to call a meeting, the SEC, upon petition of a stockholder or member on a showing of good cause therefor, may issue an order, directing the petitioning stockholder or member to call a meeting of the corporation by giving proper notice.

  TRUE
• Unless the bylaws provide for a longer period, the stock and transfer book or membership book shall be closed at least 20 days for regular meetings and 7 days for special meetings before the scheduled date of the meeting.


  TRUE
• The right to vote of stockholders or members may be exercised in person, through a proxy, or when so authorized in the bylaws, through remote communication or in absentia.

  TRUE
• Directors or trustees who cannot physically attend or vote at board meetings can participate and vote through remote communication such as videoconferencing, teleconferencing, or other alternative modes of communication that allow them reasonable opportunities to participate.

  TRUE
• Directors or trustees can attend or vote by proxy at board meetings.

  FALSE
• The chairman or, in his absence, the president shall preside at all meetings of the directors or trustees as well as of the stockholders or members, unless the bylaws provide otherwise.

  TRUE