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TITLE V – BY LAWS
Section 46: Adoption of by-laws.- Every corporation formed under this Code must, within one (1)
month after receipt of official notice of the issuance of its certificate of incorporation by the
Securities and Exchange Commission, adopt a code of by-laws for its government not inconsistent
with this Code. For the adoption of by-laws by the corporation the affirmative vote of the
stockholders representing at least a majority of the outstanding capital stock, or of at least a
majority of the members in case of non-stock corporations, shall be necessary. The by-laws shall be
signed by the stockholders or members voting for them and shall be kept in the principal office of
the corporation, subject to the inspection of the stockholders or members during office hours. A
copy thereof, duly certified to by a majority of the directors or trustees countersigned by the
secretary of the corporation, shall be filed with the Securities and Exchange Commission which shall
be attached to the original articles of incorporation.
Notwithstanding the provisions of the preceding paragraph, by-laws may be adopted and filed prior
to incorporation; in such case, such by-laws shall be approved and signed by all the incorporators
and submitted to the Securities and Exchange Commission, together with the articles of
incorporation.
In all cases, by-laws shall be effective only upon the issuance by the Securities and Exchange
Commission of a certification that the by-laws are not inconsistent with this Code.
The Securities and Exchange Commission shall not accept for filing the by-laws or any amendment
thereto of any bank, banking institution, building and loan association, trust company, insurance
company, public utility, educational institution or other special corporations governed by special
laws, unless accompanied by a certificate of the appropriate government agency to the effect that
such by-laws or amendments are in accordance with law.
MEANING OF BY-LAWS
 The rules of action adopted by a corporation for its internal government and for the
government of its stockholders or members and those having the direction, management
and control of its affairs in their relation to the corporation and as among themselves,
including rules for routine matters such as calling meetings and the like
POWER TO ADOPT BY-LAWS
 The power is inherent in every corporation as one of its necessary and inseparable legal
incidents
 Even holders of non-voting shares or non-voting members are entitled to vote on the
adoption of by-laws
 Where the statute under which a corporation is formed authorizes it to make by-laws
upon specifically named subjects, there is an implied denial of authority to make by-laws
upon subjects not named
FUNCTION OF BY-LAWS
(1) They supplement the articles of incorporation. They provide the details not important
enough to be stated in the articles.
(2) To define the rights and duties of corporate officers and directors or trustees, and of SH
or members towards the corporation and among themselves within reference to the
management of corporate affairs.
(3) They are a source of authority for corporate officers and agents of the corporation
Primarily, by-laws look to the future.
NECESSITY OF ADOPTING BY-LAWS
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(1) A matter of practical and legal necessity –
 It must have the means or instrumentalities for the accomplishment of its
purposes. It must have executive officers charged with the task of actual
management, and rules governing the management of its affairs
 The by-laws of a corporation are the rules of its life, and that until by-laws have
been adopted, the corporation may not be able to act for the purposes of its
creation, and that the first and most important duty of the members is to adopt
them.
(2) In the case of a corporation sole – A corporation sole is governed by the Rules,
Regulations and Discipline of its religious denomination which already contain the
provisions embodied in the by-law of ordinary corporations.
TIME AND PROCEDURE FOR THE ADOPTION OF BY-LAWS
(1) The by-laws must be adopted “within one month” after receipt of official notice of the
issuance of its certificate of incorporation by the SEC. Nevertheless, for the convenience
of the incorporators, by-laws may be adopted and filed, prior to incorporation, with the
articles of incorporation.
In either case, by-laws shall be effective only upon issuance by the Commission of a
certification that they are not inconsistent with the Code.
(2) The SEC shall not accept their by-laws or any amendment thereto unless accompanied by
a certificate of the appropriate government agency to the effect that such by-laws or
amendments thereto are in accordance with law.
EFFECT OF FAILURE TO FILE BY-LAWS
Non-filing of the by-laws on time will not result in the automatic dissolution of the corporation.
 The failure to file a code of by-laws within 1 month from the date of its incorporation
with the SEC shall render the corporation liable to the revocation of its registration.
 There must be a hearing to determine the existence of the ground, and assuming such
find, the penalty is not necessarily revocation but may only be suspension.
 The failure may be merely with the imposition of an administrative fine.
CONSTRUCTION, APPLICATION, AND EFFECTIVITY OF BY-LAWS
(1) By-laws of a corporation should be construed and given effect according to the general
rules governing the construction of contracts.
(2) Those providing for disenfranchisement of members of a corporation are penal in
character and must be strictly construed.
(3) By-laws should be made to apply prospectively, not retroactively.
(4) By-laws become effective only upon the issuance by the SEC of a certification that they
are not inconsistent with the Code.
VALIDITY OF BY-LAWS
The ff. are considered as the elements of valid by-laws:
(1) They must not be contrary to existing law and inconsistent with the Code
(2) They must not be contrary to morals and public policy
Public policy:
o The governing policy within a community as embodied in its legislative and
judicial enactments which serve as a basis for determining what acts are to be
regarded as contrary to the public good; the principle of law by virtue of which
acts are contrary to the public good are held invalid

 By-laws operation in restraint of trade by imposing unreasonable restrictions
on the right of a stockholder to transfer his stock are invalid
(3) They must not impair obligations of contract
A by-law may not operate retrospectively if it does thereby disturb or impair any existing
contract or vested right. But there is no impairment:
(1) Where a contract with a corporation is expressly or impliedly made subject, not only
to existing by-laws but also to future by-laws and changes in by-laws
(2) Where the other party to the contract surrenders his original contract and accepts a
new one after an amendment of the by-laws, for he thereby submits to the amended
by-laws then in force
(3) The right to amend the by-laws lies solely in the discretion of the employer
corporation, this being in the exercise of management prerogative or business
judgment
(4) They must be general and uniform in their operation and not directed against particular
individuals
A by-law affecting SH or members must be general, that is, it must affect alike, and
operate equally as to all SH or members under the same circumstances, and not be
directed against particular SH or members.
(5) They must be consistent with the charter or articles of incorporation
 A by-law which is not thus consistent with the charter but is in conflict with or
repugnant to it, is void
 A by-law can neither enlarge the rights and powers conferred by the charter
not restrict the duties and liabilities imposed thereby, and in case it attempts
to do so, the charter will prevail
 A by-law prohibiting acts which are within the powers conferred, expressly or
impliedly, by its charter, affects the authority of its officers, but does not
render such acts ultra vires.
 By-laws must be consistent with the nature, purposes, and objects of the
corporation; otherwise, they will be invalid.
(6) They must be reasonable
BINDING EFFECT OF BY-LAWS
Until repealed or amended, a by-law is a continuing rule for the government of the corporation and
the individuals composing it.
(1) As to the corporation and its officers – By laws, have, when valid, substantially the same
force and effect as laws of the corporation as have the provisions of its charter insofar as
the corporation and the persons within it are concerned. They are in effect written into
the charter and in this sense, they become a part of the fundamental law of the
corporation.
(2) As to stockholders or members – As a general rule, the SH or members of a corporation
are presumed to know the provisions of the corporation’s by-laws.
Under Sec. 46, it is required that the original by-laws be approved by at least a majority of
the OCS or of the members, signed by the SH or members voting for them, and kept in the
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principal office of the corporation, subject to their inspection during office hours. SH or
members cannot, therefore, claim lack of notice or knowledge.
(3) As to third persons – The weight of authority is that they are not bound by the by-laws of
a corporation since the by-laws operate merely as internal rules among the SH. The
exception is when the 3rd person has knowledge of its provision either actually or
constructively at the same time the transaction in question was entered into.
WAIVER OF BY LAWS
(1) By the corporation – By laws which are not required by the charter or statute and which
operate in favour of the corporation are subject to waiver, both express and implied, by
the corporation, considered as an entity separate and apart and having rights distinct
from those of its SH or members.
(2) By the stockholders or members – In like manner, a by-law may be waived by a SH or
member when it is he whose individual rights are advanced or protected by its
provisions.
Section 47: Contents of by-laws.- Subject to the provisions of the Constitution, this Code, other
special laws, and the articles of incorporation, a private corporation may provide in its by-laws for:
1. The time, place and manner of calling and conducting regular or special meetings of the directors
or trustees;
2. The time and manner of calling and conducting regular or special meetings of the stockholders or
members;
3. The required quorum in meetings of stockholders or members and the manner of voting therein;
4. The form for proxies of stockholders and members and the manner of voting them;
5. The qualifications, duties and compensation of directors or trustees, officers and employees;
6. The time for holding the annual election of directors of trustees and the mode or manner of giving
notice thereof;
7. The manner of election or appointment and the term of office of all officers other than directors
or trustees;
8. The penalties for violation of the by-laws;
9. In the case of stock corporations, the manner of issuing stock certificates; and
10. Such other matters as may be necessary for the proper or convenient transaction of its
corporate business and affairs
CONTENTS OF BY-LAWS
(1) Place of meeting – The meeting must always “be held at the city or municipality where
the principal office of the corporation is located or if practicable in the principal office of
the corporation.”
(2) Quorum – Sec. 47 permit corporations to fix a number necessary to constitute a quorum
for the transaction of business, but such by-laws cannot provide that a lesser number
shall constitute a quorum in those cases in which the law requires for the validity of
certain corporate acts the approval of a minimum number of votes.
(3) Proxies – The by-laws may provide for:
a. The form of such proxies
b. The manner of voting them subject to the date provisions of Sec. 58
(4) Qualifications of directors – The qualifications may be fixed in the by-laws, but such by-
laws cannot dispense with the minimum legal requirements that a director must be a
registered owner of at least 1 share of stock and that at least 2 of the directors must be
residents of the PH.
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(5) Disqualification for position of director – The by-laws may validly provide for
disqualification for the position of director.
(6) Compensation to stockholders or members – SH or members as such do not render
service for attendance at corporate meetings but exercise rights personal to themselves
in the corporation. Hence, the by-laws may not provide compensation to them, if they are
not “directors or trustees, officers and employees.”
(7) Election and term of office of directors or trustees – Neither can the corporation provide
in the by-laws for the manner of election and the term of office of directors or trustees
which are already provided by law.
The amendment to a corporation’s by-laws limits the term to a maximum of 3
consecutive years as director, after which the director has to wait for 1 consecutive year
before he can run again for election in the board.
Section 48: Amendments to by-laws.- The board of directors or trustees, by a majority vote
thereof, and the owners of at least a majority of the outstanding capital stock, or at least a majority
of the members of a non-stock corporation, at a regular or special meeting duly called for the
purpose, may amend or repeal any by-laws or adopt new by-laws. The owners of two-thirds (2/3) of
the outstanding capital stock or two-thirds (2/3) of the members in a non-stock corporation may
delegate to the board of directors or trustees the power to amend or repeal any by-laws or adopt
new by-laws: Provided, That any power delegated to the board of directors or trustees to amend or
repeal any by-laws or adopt new by-laws shall be considered as revoked whenever stockholders
owning or representing a majority of the outstanding capital stock or a majority of the members in
non-stock corporations, shall so vote at a regular or special meeting.
Whenever any amendment or new by-laws are adopted, such amendment or new by-laws shall be
attached to the original by-laws in the office of the corporation, and a copy thereof, duly certified
under oath by the corporate secretary and a majority of the directors or trustees, shall be filed with
the Securities and Exchange Commission the same to be attached to the original articles of
incorporation and original by-laws.
The amended or new by-laws shall only be effective upon the issuance by the Securities and
Exchange Commission of a certification that the same are not inconsistent with this Code.
AMENDMENT AND REPEAL OF BY-LAWS AND ADOPTION OF NEW BY-LAWS
(1) Power implied – The power to make by-laws implies the power to alter or repeal them
and enact new ones, but the power to alter by-laws or adopt new by-laws has the same
limits as the power to make them in the first instance.
(2) Formalities –
(a) In all cases, the power can only be exercised at a regular or special meeting duly
called for the purpose. Even holders of non-voting shares or non-voting members
are entitled to vote in the matter.
(b) Amendments to or repeal of by-laws cannot be done in a “referendum.” The
rationale for the requirement of a meeting is to give the SH a chance to deliberate on
the amendments or repeal to be voted upon.
(3) Delegation of power – The power may be exercised by the SH or members directly, or
indirectly by delegating said power to the BOD or trustees.
(5) Implied repeal or amendment of by-law – There may be an implied repeal of a by-law in
the same manner and to the same extent as there may be an implied repeal of a statute,
although repeals by implication area no more favoured in the case of by-laws than in the
case of statutes.
(6) Waiver of by-law provision – A by-law may not be amended, however, otherwise than as
provided in Sec. 48. To allow the waiver of any provision in the by-laws would be
tantamount to an indirect amendment thereof. The corporation, its directors, officers and
members are bound by an and must comply with the by-laws.
(7) Non-delegable power – The power to amend the articles of incorporation lies with the SH
or members and cannot be delegated to the BOD or trustees. Neither can the power to
adopt the original by-laws be delegated.
REVOCATION OF DELEGATED POWER OF BOAARD OD DIRECTORS OR TRUSTEES
(1) Lesser number of vote required – To revoke the delegated power to amend or repeal the
original by-laws or to adopt new by-laws, the law merely requires the vote of SH
representing a majority of the OCS or a majority of the members, as the case may be,
while the vote for the delegation is 2/3.
In other words, the basis of the vote was the number of SH themselves and not the shares
held, which is normally the mode of voting in stock corporations. This is, however, the
only instance of per capita voting by the SH provided for in the old law.
(2) Previous notice of proposed revocation at meeting not necessary
BY-LAWS AND RESOLUTIONS DISTINGUISHED
(1) Nature and subject matter –
BY-LAW RESOLUTION
A permanent rule of action of the conduct Merely a declaration of the will of the
of corporate affairs corporation in a given matter and in the
nature of a ministerial act
Ordinarily limited in its operation,
applying usually to a single act or
transaction of the corporation or to some
specific person, situation, or occasion
(2) Rule in case of conflict – The by-laws of a corporation are, in effect, its constitution, and
will prevail over a resolution of the BOD.
(3) Necessity of approval by SEC – While corporate by-laws are subject to the approval of the
SEC, other rules and regulations do not need its approval, unless they involve matters
where the law requires such approval.
RESOLUTION ADOPTED AS A BY-LAW
A simple resolution in favour of some object which is inconsistent with or forbidden by a by-law
does not repeal or override the by-law.
ARTICLES OF INCORPORATION AND BY-LAWS DISTINGUISHED

(4) Necessity of meetings – Such meeting is necessary.

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AOI BL
Constitutes the charter or fundamental law of Merely rules and regulations adopted by the
the corporation corporation
Executed before incorporation by the Usually after incorporation by the SH or
incorporators members
Its filing is a condition precedent to corporate Its filing is a condition subsequent
existence
FILING AND EFFECTIVITY OF AMENDED OR NEW BY-LAWS
As in the case of the original by-laws, the amended or new by-laws shall only be effective upon the
issuance by the SEC of a certification that the same are not inconsistent with the Code.
Therefore, a corporation cannot immediately implement the amended or new by-laws without the
certification or approval of the Commission. The amendment or repeal takes effect prospectively
and not retroactively.
If the special corporation is governed by a special law, the amended or new by-laws shall be
effective only upon approval by both the appropriate government agency and the Commission.
The amended or new by-laws shall apply prospectively and not retroactively.
TITLE VI: MEETINGS
Section 49: Kinds of meetings.- Meetings of directors, trustees, stockholders, or members may be
regular or special.
Section 50: Regular and special meetings of stockholders or members. - Regular meetings of
stockholders or members shall be held annually on a date fixed in the by-laws, or if not so fixed, on
any date in April of every year as determined by the board of directors or trustees: Provided, That
written notice of regular meetings shall be sent to all stockholders or members of record at least
two (2) weeks prior to the meeting, unless a different period is required by the by-laws.
Special meetings of stockholders or members shall be held at anytime deemed necessary or as
provided in the by-laws: Provided, however, That at least one (1) week written notice shall be sent
to all stockholders or members, unless otherwise provided in the by-laws.
Notice of any meeting may be waived, expressly or impliedly, by any stockholder or member.
Whenever, for any cause, there is no person authorized to call a meeting, the Securities and
Exchange Commission, upon petition of a stockholder or member on a showing of good cause
therefor, may issue an order to the petitioning stockholder or member directing him to call a
meeting of the corporation by giving proper notice required by this Code or by the by-laws. The
petitioning stockholder or member shall preside thereat until at least a majority of the stockholders
or members present have chosen one of their number as presiding officer.
KINDS OF MEETINGS
(1) Meetings of SH or members
Regular:
o Those held annually on a date fixed in the by-laws, or if not so fixed, on any
date in April of every year as determined by the BOD or trustees
o Held principally for the purpose of electing another set of directors or trustees
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Special:
o Those held at any time deemed necessary or as provided in the by-laws
(2) Meetings of directors or trustees
Regular:
o Those held by the board monthly
Special:
o Those held by the board at any time upon the call of the president
NECESSITY OF MEETINGS
The corporate powers are vested in the BOD or trustees and/or SH as a body and not as individuals.
(1) Meetings of stockholders or members – The written assent of a majority of the SH
without meeting to a matter requiring action by them is not sufficient.
(2) Meetings of directors or trustees – The directors or trustees can only exercise their
powers as a board, not individually or separately.
EXCEPTIONS TO THE RULE
The general rule is that where the law expressly requires a meeting for a particular transaction, any
action taken by the corporation without a meeting properly held for such purpose is void.
(1) Under Sec. 16, any corporation may amend its AOI “by a majority vote of the BOD or
trustees and the vote or written assent 2/3 of the SH representing at least 2/3 of the OCS.
- Thus, a meeting of SH or members is not necessary
(2) It is evident that the corporation will be bound by the unanimous act or agreement of is
SH although expressed elsewhere than at a formal meeting.
(3) Any action taken by the directors of a close corporation without a meeting shall be
deemed valid, unless otherwise provided.
REQUISITES FOR A VALID MEETING OF STOCKHOLDERS OR MEMBERS
(1) It must be held at the proper place
(2) It must be held at the stated date and at the appointed time or at a reasonable time
thereafter
(3) It must be called by the proper person
(4) There must be a previous notice
(5) There must be a quorum
Section 51: Place and time of meetings of stockholders of members.- Stockholder's or
member's meetings, whether regular or special, shall be 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: Provided, That Metro Manila shall, for purposes of this section, be considered a city or
municipality.
Notice of meetings shall be in writing, and the time and place thereof stated therein.
All proceedings had and any business transacted at any meeting of the stockholders or members, if
within the powers or authority of the corporation, shall be valid even if the meeting be improperly
held or called, provided all the stockholders or members of the corporation are present or duly
represented at the meeting.

PLACE AND TIME OF MEETINGS OF STOCKHOLDERS OR MEMBERS
This is mandatory.
Directors’ or trustees’ meeting may be held at any place fixed in the by-laws even beyond the
bounds of the State where corporation exists.
If the meeting is held at an unauthorized place or without proper notice and not all the SH are
present, those who have a right to complaint may take steps to set aside any action taken at such
meetings even though a majority of the SH were present in the absence of waiver, estoppel, or
ratification.
PROPER PERSON TO CALL MEETING
The “call” for a meeting is exercised by the person who has the power to call the meeting. It may
consist of direction to the secretary of the corporation to notify the SH or members of the meeting.
(1) The persons designated in the by-laws have authority to call SH’s meeting.
(2) The meeting may be called by a director or trustee or by an officer entrusted with the
management of the corporation unless otherwise provided by law.
(3) The special meeting for the removal of directors or trustees may be called by the
secretary of the corporation or by a stockholder or member as provided by Sec. 28.
NOTICE OF EVERY MEETING REQUIRED
Notice:
 The writing informing the SH or members of the meeting
The corporate by-laws govern the procedure of sending notices of meetings. If the by-laws is silent,
the manner prescribed in Sec. 50 shall be followed.
- However, notice of any meeting may be waived, expressly or
impliedly, by any SH or member
(1) It is customary and convenient to provide in the by-laws for notice of all meetings both
regular and special but the prevailing rule in other jurisdictions is that, as to regular
meetings, no notice need be given other than that contained in the by-laws when the
time and place of such meetings are specially designed therein.
(2) If the meeting is a special one, notice must be given. A special meeting may not consider
business other than those listed in the notice of meeting unless there is unanimous
waiver.
(3) Whether regular or special, notice must be given when required by law or the by-laws of
the corporation.
REQUISITES OF NOTICE OF MEETING
(1) It may be issued by one who has authority to issue it
(2) It must be in writing
(3) It must state the date, time, and place of the meeting, unless otherwise provided in the by-
laws
(4) It must state the business to be transacted thereat
(5) It must be sent at a certain time before the scheduled meeting as fixed by law, unless a
different period is required by the by-laws
(6) The notice must comply with any other requirements prescribed by the law or by the by-
laws of the corporation
(a) Sec. 77 requires that the notice of meeting for the approval of merger or
consolidation “shall state the purpose of the meeting and shall include a copy or a
summary of the plan of merger or consolidation.”
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(b) Sec. 188 prescribes that the notice of meetings for voluntary dissolution shall be
made by publication, in addition to written notice shall be sent by registered mail or
personal delivery.
 A substantial compliance with the requirements as to notice will be sufficient.
STATEMENT OF PURPOSE OF MEETING
(1) Election of directors or trustees
(2) Removal of directors or trustees
(3) Filling of vacancies in the office of director or trustee
(4) Ratification of contract of the corporation with director or trustee
(5) Extension or reduction of corporate term
(6) Increase or decrease of capital stock
(7) Creation or increase of bonded indebtedness
(8) Sale or other disposition of all or substantially all of the corporate assets
(9) Investment of corporate funds in another corporation or business or for any other
purpose
(10) Declaration of stock dividends
EFFECT OF FAILURE TO COMPLY WITH REQUISITES FOR MEETING
(1) Proceedings valid – All proceedings had and any business transacted at any meeting of
SH or members shall be valid even if the meeting be improperly held or called, provided
the ff. 2 presents are present:
(a) That the proceedings had and the business transacted are within the power or
authority of the corporation, that is, they are not ultra vires
(b) That all the SH or members of the corporation are present or duly represented at
the meeting
Section 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 the members in the case of non-stock corporations.
QUORUM REQUIRED IN STOCKHOLDERS’ AND MEMBERS’ MEETINGS
(1) Number provided in the by-laws – In the absence of a quorum, no action can be taken
except to adjourn. Sec. 52 does not base the quorum on the meetings of stockholders or
members on their absolute number as fixed in the articles of incorporation.
(2) Number not less than that required by law – In those cases in which the law determined
the number or proportion of SH or members whose concurring votes are necessary to
make their action binding on the corporation, not less than such number is necessary to
constitute a quorum at a meeting called to transact such business.
(3) Any number but at least two – In other cases, the by-laws may validly provide for the
holding of meetings with the presence of any number of stockholders or members, even
less than a majority, provided that there are at least two.
(4) A majority of outstanding capital stock or members –
(5) Where withdrawal leaves less than a quorum previously declared –
(6) Effect of death of a stockholder or member – Membership in and all rights arising from a
non-stock corporation are personal and transferable, unless the AOI or the by-laws of the
corporation provide otherwise.
In other words, the determination of WON dead members are entitled to exercise their
voting rights, depends on those AOI or by-laws.
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POSTPONEMENT OF STOCKHOLDERS’ OR MEMBERS’ ANNUAL MEETING

 Change of date of meeting fixed in by-laws not allowed
 Postponement of meeting to a later date when allowed (cannot be held on the date fixed
by the by-laws for some valid reason)

PAYMENT OF COMPENSATION FOR ATTENDANCE AT STOCKHOLDERS’ OR MEMBERS’

MEETINGS
There is nothing in the Code which expressly or impliedly authorizes the payment of per diems to
SH or members for their attendance at SH’s meetings.

MATTERS IN WHICH THE LAW REQUIRES MINIMUM NUMBER OF VOTES

*see page 478 to 480

GREATER VOTING REQUIREMENT

A corporation may prescribe a greater voting requirement for the approval of any of the above
corporate acts in its AOI or by-laws in order to protect the rights of minority SH or members.

Section 53: Regular and special meetings of directors or trustees.- Regular meetings of the
board of directors or trustees of every corporation shall be held monthly, unless the by-laws
provide otherwise. Special meetings of the board of directors or trustees may be held at any time
upon 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 meetings stating the date, time and place of the meeting must
be sent to every director or trustee at least one (1) day prior to the scheduled meeting, unless
otherwise provided by the by-laws. A director or trustee may waive this requirement, either
expressly or impliedly.

PLACE AND TIME OF MEETINGS OF DIRECTORS OR TRUSTEES

(1) Regular or special meetings of directors or trustee may be held anywhere in or outside
the PH, unless the by-laws provide otherwise.
(2) Regular meetings “shall be held monthly, unless the by-laws provide otherwise,” while
special meetings “may be held at any time upon the call of the president or as provided in
the by-laws.”

NOTICE OF EVERY MEETING REQUIRED

(1) Nevertheless, notice of a regular meeting need not be given if the AOI or bylaws specify
the time of the meeting (except when it is held at another place).
(2) A meeting held in the absence of some of the directors and without any notice to them is
illegal.

Section 54: Who shall preside at meetings- The president shall preside at all meetings of the
directors or trustee as well as of the stockholders or members, unless the by-laws provide
otherwise.

 Where the officer entitled to preside is not present at the time for a meeting to convene, it
has been recognized that a SH or member who takes the floor may temporarily preside at
the meeting of SH or members pending the selection of the presiding officer.
 Where for any cause no person is authorized to call a meeting, the petitioning SH or
member authorized by the SEC to call a meeting of the corporation “shall preside thereat
until at least a majority of the SH or members present have chosen one of their number as
presiding officer.”

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