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BOD/T

SH

Non-voting

Vote required

Meeting

Notice

Appraisal

 

Corporate Powers: Power and Capacity (Sec. 36)

             

1.

To sue and be sued in its corporate

             

name

 

2.

Of succession by its corporate name

             

for the period of time stated in the articles of incorporation and certificate

of incorporation

 

3.

To adopt and use a corporate seal.

             

4. To

amend

its

articles of

Majority

Vote

of

Yes

Yes. Sec 6(1)

Vote or written

assent

of

SH

   

Without predjudice

incorporation in accordance with the provisions of this Code.

the Board

representing at least 2/3 of the OCS or 2/3 of members (Sec. 16)

to

appraisal

right

(Sec. 16)

5.

To adopt by-laws not contrary to

Majority

Vote

of

Yes

Yes. Sec 6(2)

To adopt: Affirmative Vote of SH representing at least a majority of the OCS or members. To amend: Majority vote; To delegate to board: Owners of 2/3 of OCS or members. To revoke: SH representing majority of OCS shall so vote. (Sec46, 48)

     

law, morals and public policy and to amend or repeal the same in accordance with this Code.

the Board

6.

In case of stock corporation, to issue

             

and sell stocks to subscribers and sell treasury stocks in accordance with the

provisions of this code, and to admit members in case of non-stock corporation.

7. To purchase, receive, take, grant, hold, convey, sell, lease, pledge, mortgage and otherwise deal with such real and personal property, including securities and bonds of other corporation, as the transaction of the lawful business of the corporation may reasonably and necessarily require, subject to the limitations prescribed by law and the constitution.

Majority

Vote

of

G.R. No (Sec. 40

Yes. Sec 6(3)

Vote of at

least

2/3 of

the OCS or

SLEXMTPMO of all or substantially all of corporate property and asssets (Sec. 40,

the

Board

par

4)

members if SLEXMPO of all or substantially all of its property or assets (Sec. 40)

BUT BOD may sell without

EXN:

All

or

substantially all

 

81)

authorization of SH if same is necessary

(Sec. 40)

 

for in the usual and regular course of business of the corp. OR if the proceeds of the sale/disposition be appropriated for the conduct of remaining business (Sec. 40)

 

8. To

enter

into

merger

and

Upon approval by majority vote of each of the board of Dir/Trustees

Yes

Yes. Sec 6 (6)

Affirmative Vote of SH representing at least 2/3 of the OCS/members

Any dissenting may

consolidation with other corporatio as

exercise

his

provided in this Code.

   

appraisal right

9.

To make reasonable donations,

         

including those for public welfare, or for hospital, charitable, cultural, scientific, civic or similar purposes; Provided that no corporation, domestic or foreign shall give donation in aid of any political party or candidate, or for the purposes of partisan political activity.

10.

To establish pension, retirement,

         

and other plans for the benefit of its directors, trustees, officers and employees.

11.

To exercise such other powers as

         

may be essential or necessaary to carry out its purpose or purposes as stated in the articles of incorporation.

BOD/T SH Non-voting Vote required Meeting Notice Appraisal Articles of Incorporation Always votes Votes bec.
BOD/T
SH
Non-voting
Vote required
Meeting
Notice
Appraisal
Articles of Incorporation
Always votes
Votes bec. Sec
6 (1)
GR: 2/3
GR:
Vote
in
a
meeting
or
GR: Yes appraisal
except minor
written assent
1. Name of the Corporation.
2. Specific purpose or purposes of
the corporation (if more than 1,
indicate primary purpose)
3.
Place of Principal office, which
must be located within the PH.
4.
Term for which corporation is to
Approved by a
Majority Vote of
the board
Ratified at a
meeting
by
SH
Sec. 37
exist
representing at least 2/3 of the
OCS/members (Sec. 37)
Dissenting SH may
exercise his right
of appraisal
(Increase: Sec. 37;
Decrease: Sec. 81)
5. Names, nationalities and
residences of incorporators.
-
6.
Numbers of directors/trustees
which must not be less than 5 but
not more than 15.
7. Names, nationationalities and
residences of the persons who
shall act as directors and trustees
until the first regular dir/trustees
shall be elected and qualified in
accordance with this code.

8. If it be a stock corporation, the amount of authorized capital stock in lawful money of the Philippines, the # of shares into which it is divided, and in case of par value shares, its par value the names, nationalities, and residences of the ORIGINAL subscribers and the amount subscribed and paid by each on his subscription; and if some or all are shares without par values, such fact must be stated.

Majority vote of the Board

Increase or decrease its capital stock: (sarado) 2/3 of the OCS shall vote in favor (Sec. 38)

9. If it be a non-stock corporation, the amount of capital, and the names, nationalities, and residences of the contributors and the amount contributed by each.

   

10.

That

at

least

25%

of the

   

authorized capital stock has been

subscribed.

 

11. That the subscribers have paid

   

at least

25%

of

the

total

subscription.

 
12. That has been elected as Treasurer by the subscribers, and authorized to receive for
12. That
has been elected as
Treasurer by the subscribers, and
authorized to receive for and in the
name and for the benefit of the
corporation, all subscriptions or
contributions or donations paid or
given by the subscribers or
members.
13. That no transfer of stock or
interest which will reduce the
ownership of Filipino citizens to
less than the required percentage
of capital stock as provided by law,
shall be allowed or permitted to be
recorded in the proper books of
the corporation and this restriction
shall be indicated in all stock
certificates issued by the
corporation.
BOD/T SH Non-voting Vote required Meeting Notice Appraisal OTHER POWERS Sec. 37 Power to extend
BOD/T
SH
Non-voting
Vote required
Meeting
Notice
Appraisal
OTHER POWERS
Sec. 37
Power to extend or shorten
Approved
by
a
Yes
Yes.
Sec.
6
Meeting
Written
notice
corporate term
Majority
Vote
of
(8)
Ratified at a meeting by SH
representing at least 2/3 of
the OCS/members (Sec. 37)
of
proposed
Dissenting SH
may exercise his
the board
action and time
right
of
and
place
of
appraisal
meeting
(extension: Sec.
addressed
to
37; Decrease:
each
SH
at
Sec. 81)
place
of
res.
Shown in books
(mail /personal)
Sec. 38
Power to increase/decrease
Majority
vote
of
Yes
Yes.
Sec
6
[sarado]2/3
of
OCS
shall
Meeting
duly
Same as above
Nothing
capital stock ; incur create, or
increase bonded indebtedness
the board
(4) (5)
favour
called for
mentioned
in
Sec. 37;
at least 2/3 of member for
bonded indebtedness
Sec. 39
Power to deny pre-emptive
right
(Deny
in
AOI or amendment
thereto)
Sec. 40
Sale or disposition (of all or
Majority
vote
of
Yes
Yes
Sec.
6
Authorized by vote of SH
rep. at least 2/3 of the
Meeting
duly
Same as above
Dissenting SH
substantially all) assets as its board
may deem expedient
the
board
(3)
called for
may exercise his
right
of
BUT BOD may sell
without
appraisal (Sec.
40; Sec. 81 (2)
authorization
of
SH
if
same
is
necessary
for
in
the
usual
and
regular
course
of
business
of
the
corp.
OR
if
the
proceeds
of
the
sale/disposition
be
appropriated
for the conduct of
remaining
business

Sec.

42

 

Power

to

invest

Corporate

Where investment

 

Yes Sec. 6(7)

Ratified by SH representing

 

Any dissenting SH shall have appraisal right (Sec. 42 *note:

funds in another corporation or business or for any purpose other than the primary purpose.

is

reasonably

at

least

2/3

of the OCS

or

necessary

 

to

members

 

accomplish

its

 
 

primary

purpose

not in Sec. 81)

as

stated in

AOI,

SH approval

shall

not

be

necessary

(Majority

 

of

board)

 

Sec. 43

Power of STOCK Corporations

If cash/prop divs no need for SH approval

STOCK: Yes

No.

Not less than 2/3 of OCS

 

Yes.

 

to declare STOCK

   

Sec

44

Power

to

enter

into

Approved

by

the

Yes.

No.

At least the majority of OCS /members.

   

management contract (lease of service, not agency! So not terminated at will)

board

 
 

IF:

SH

same

interest

in

 

managed/managing and owns or control 1/3 of total OCS entitled to vote of

managing; OR Majority

of

board of managing is Majority of managed = approval needed is at least 2/3 of the OCS entitled to vote or members

Sec. 62

Fixing price of no-par shares

 

YES

No.

At least Majority of the OCS

   
Sec. 30 Fixing Compensation of Yes. No. At least majority of OCS Directors Sec. 29
Sec.
30
Fixing
Compensation
of
Yes.
No.
At least majority of OCS
Directors
Sec.
29
Vacancies
in
Office
of
GR: They will fill in
vacancy
Yes
in
cases
of:
No.
SH:
Since
electing
Directors
1)
Remaining
dir
not
DIR/Trustees
(even
if
to
Like
Death,
quorum
serve for unexpired portion)
Resignation,
2)
Removal
– Plurality or highest
votes
#
of
Abandonment
If
3)
Expiration
of
term
remaining
still
4)
vacancy
due
to
constitutes
increase in # of dir
quorum
if DIR vote: filled by vote of
at least a majority of the
remaining dir. If still
constituting a quorum
Sec.
28
Removal
of
Directors
or
Yes
No.
At
least
2/3
of
OCS
or
Trustees
members entitled to vote
Sec. 24
Election of Directors
Yes. Quorum: Majority
of OCS/ members
entitled to vote
No.
HIGHEST # of votes
Stock
corp:
Meeting
required
Non-stock:
May
vote
by
mail (Sec. 89)
Sec. 25 Election of Officers
Majority
of
all
No.
No.
members
of
the
BOARD