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BY-LAWS
SEC.46. Adoption of by-laws.
1. Every corporation must, within
one (1) month after receipt of
official notice of the issuance of
its certificate of incorporation by
the SEC, adopt a code of by-laws
for
its
government
not
inconsistent with the Corporation
Code
2. However, by-laws may be
adopted and filed prior to
incorporation, but it shall be
approved and signed by all the
incorporators and submitted to
the SEC together with the AOI.
-for the adoption of by-laws, 1) the
affirmative vote of stockholders
representing at least a majority of the
outstanding capital stock, in a stock
corp. or 2) at least a majority of
members in case of a non-stock corp.
-the by-laws shall be signed by the
stockholders/members voting for them
and shall be kept in the principal office
of the corp., subject to the inspection of
the same during office hours.
-a copy duly certified by a majority of
the directors/trustees and countersigned
by the secretary shall be filed with SEC
which shall be attached with the original
AOI.
BY-LAWS
- rules of action adopted by a
corporation(associated) for its internal
DISTINCTION OF ARTICLES OF
INCORPORATION AND BY-LAWS
1. The former constitutes the
chapter or fundamental law of
the corp while the latter are
merely rules and regulations
adopted by the corp;
2. The former is executed before
the incorporation by the
incorporators, while the latter,
usually after the incorporation
by the stockholders/members;
3. The filing of the former is a
condition precedent to corporate
existence, while the filing of the
latter is a condition subsequent.