Revised Corporation Code (RA
No. 11232) – Title VI –
Meetings
TITLE VI – MEETINGS
Section 48. Kinds of Meetings. – Meetings of directors, trustees,
stockholders, or members may be regular or special.
Section 49. Regular and Special Meetings of Stockholders or
Members. – 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: Provided, That written notice of regular
meetings shall be sent to all stockholders or members of record at
least twenty-one (21) days prior to the meeting, unless a different
period is required in the bylaws, law, or regulation: Provided, further,
That written notice of regular meetings may be sent to all
stockholders or members of record through electronic mail or such
other manner as the Commission shall allow under its guidelines.
At each regular meeting of stockholders or members, the board of
directors or trustees shall endeavor to present to stockholders or
members the following:
(a) The minutes of the most recent regular meeting which
shall include among others:
(1) A description of the voting and vote tabulation
procedures used in previous meeting;
(2) A description of the opportunity given to
stockholders or members to ask questions and a
record of the questions asked and answers given;
(3) The matters discussed and resolutions reached;
(4) A record of the voting results for each agenda
item;
(5) A list of the directors or trustees, officers and
stockholders or members who attended the
meeting; and,
(6) Such other items that the Commission may
require in the interest of good corporate governance
and the protection of minority stockholders;
(b) A member’s list for nonstock corporations and, for stock
corporations, material information on the current
stockholders, and their voting rights;
(c) A detailed, descriptive, balanced and comprehensible
assessment of the corporation’s performance, which shall
include information on any material change in the
corporation’s business, strategy or other affairs;
(d) A financial report for the preceding year, which shall
include financial statements duly signed and certified in
accordance with this Code and the rules the Commission may
prescribe, a statement of the adequacy of the corporation’s
internal controls or risk management systems, and
statement of all external audit and non-audit fees;
(e) An explanation of the dividend policy and the fact of
payment of dividends or the reasons for nonpayment
thereof;
(f) Director or trustee profiles which shall include, among
others, their qualifications and relevant experience, length of
service in the corporation, trainings and continuing
education attended, and their board representations in other
corporations;
(g) A director or trustee attendance report, indicating the
attendance of each director or trustee at each of the
meetings of the board and its committees and in regular and
special stockholder meetings;
(h) Appraisals and performance report for the board and the
criteria and procedure for assessment;
(i) A directors or trustee compensation report prepared in
accordance with this Code and the rules the Commission may
prescribe;
(j) Director disclosure on self-dealings and related party
transactions; and/or
(k) The profiles of directors nominated or seeing election or
reelection.
A director, trustee, stockholder, or members may propose any other
matter for inclusion in the agenda at any regular meeting of
stockholders or members.
Special meetings of directors or members shall be held at any time
deemed necessary or as provided in the bylaws: Provided, however,
That at least one (1) week written notice shall be sent to all
stockholders or members, unless a different period is provided in the
bylaws, law or regulation.
A stockholder or member may propose the holding of a special
meeting and items to be included in the agenda.
Notice of any meeting may be waived, expressly or impliedly, by any
stockholder or member: Provided, That general waivers of notice in
the articles of incorporation or the bylaws shall not be allowed:
Provided, further, That attendance at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
Whenever for any cause, there is no person authorized or the person
authorized unjustly refuses to call a meeting, the Commission, upon
petition of a stockholder or member on a showing of good cause
therefore, may issue an order, directing the petitioning stockholder or
member to call a meeting of the corporation by giving proper notice
required by this Code or bylaws. The petitioning stockholder or
member shall preside thereat until at least a majority of the
stockholders or members present have chosen form among
themselves, a presiding officer.
Unless the bylaws provide for a longer period, the stock and transfer
book or membership book may be closed at least twenty (20) days for
regular meetings and seven (7) days for special meeting before the
scheduled date of the meeting.
In case of postponement of stockholder’s or members’ regular
meetings, written notice thereof and the reasons therefor shall be
sent to all stockholders or members of record at least two (2) weeks
prior to the date of meeting, unless a different period is required
under the bylaws, law or regulation.
The right to vote of stockholders or members may be exercised in the
bylaws, through remote communication or in absentia. The
Commission shall issue the rules and regulations governing
participation and voting through remote communication or in
absentia, taking into account the company’s scale, number of
shareholders or members, structure, and other factors, consistent
with the protection and promotion of shareholders or members’
meetings.
Section 50. Place and Time of Meetings of Stockholder or
Members. – Stockholder’s or members’ meetings, whether regular
or special, shall be held in the principal office of the corporation as
set forth in the articles of incorporation, or, if not practicable, in the
city or municipality where the principal office of the corporation is
located” Provided, That any city or municipality in Metro Manila,
Metro Cebu, Metro Davao and other Metropolitan areas shall, for
purposes of this section, be considered a city or municipality.
Notice of meetings shall be sent through the means of communication
provided in the bylaws, which notice shall state the time, place and
purpose of meetings.
Each notice of meeting shall further be accompanied by the following:
(a) The agenda for the meeting;
(b) A proxy form which shall be submitted to the corporate
secretary within a reasonable time prior to the meeting;
(c) When attendance, participation, and voting are allowed
by remote communication or in absentia, the requirements
and procedures to be followed when a stockholder or
member elects either option; and,
(d) When the meeting is for the election of directors or
trustees, the requirements and procedure for nomination
and election.
All proceedings and any business transacted at a meeting of
stockholders or members, if within the powers or authority of the
corporation, shall be valid even if the meeting is improperly held or
called: Provided, That all the stockholders or members of the
corporation are present or duly represented at the meetings and not
one of them expressly states at the beginning of the meeting that the
purpose of their attendance is to object to the transaction of any
business because the meeting is not lawfully called or convened.
Section 51. Quorum in Meetings. – Unless otherwise provided in this
Code or in the bylaws, 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.
Section 52. Regular and Special Meetings of Directors or Trustees;
Quorum. – 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 and incorporation shall constitute a quorum
to transact corporate business, and every decision reached by at least
a majority of the directors or trustees constituting a quorum, except
for the election of officers which shall require the vote of the majority
of all the members of the board shall be a valid corporate act.
Regular meetings of the board of directors or trustees of every
corporation shall be held monthly, unless the bylaws 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 bylaws.
Meetings of directors or trustees of corporations may be held
anywhere in or outside of the Philippines, unless the bylaws 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
lease two (2) days prior to the scheduled meeting, unless a longer
time is provided in the bylaws. A director or trustee may waive this
requirement, either expressly or impliedly.
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. Directors or trustees cannot attend or vote by proxy at
board meetings.
A directors or trustee who has the potential interest in any related
party transaction must recuse from voting on the approval of the
related party transaction without prejudice to the compliance with
the requirements of Section 31 of this Code.
Section 53. Who shall preside at meetings. – 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.
Section 54. Right to Vote of Secured Creditors and Administrators.
– In case a stockholder grants security interest in his or her share in
stock corporations, the stockholder-grantor shall have the right to
attend and vote at meetings of stockholders, unless the secured
creditor is expressly given by the stockholder-grantor such right in
writing which is recorded in the appropriate corporate books.
Executors, administrators, receivers, and other legal representatives
duly appointed by the court may attend and vote in behalf of the
stockholder or members without any written proxy.
Section 55. Voting in Case of Joint Ownership of Stock. – The
consent of all the co-owners shall be necessary in voting of shares of
stock owned jointly by two (2) or more persons, unless there is a
written proxy, signed by all the co-owners, authorizing one (1) or
some of them or any other person to vote such share or shares:
Provided, That when the shares are owned in an and/or capacity by
the holders thereof, any one of the joint owners can vote said shares
or appoint a proxy therefor.
Section 56. Voting Right of Treasury Shares. – Treasury shares shall
have no voting right as long as such shares remain in the Treasury.
Section 57. Manner of Voting; Proxies. – Stockholders and members
may vote in person or by proxy in all meetings of stockholders or
members.
When so authorized in the bylaws or by a majority of the board of
directors, the stockholders or members of corporations may also vote
through remote communication or in absentia: Provided, That the
votes received before the corporation finishes the tally of votes.
A stockholder or member who participates through remote
communication or in absentia shall be deemed present for purposes of
quorum.
The corporation shall establish the appropriate requirements and
procedures for voting through remote communication and in absentia,
taking into account the company’s scale, number of shareholders or
members, structure and other factors consistent with the basic right
of corporate suffrage.
Proxies shall be in writing, signed and filed, by the stockholder or
member, in any form authorized in the bylaws and received by the
corporate secretary within a reasonable time before the scheduled
meeting. Unless otherwise provided in the proxy form, it shall be
valid only for the meeting for which it is intended. No proxy shall be
valid an effective for a period longer than five (5) years at any one
time.
Section 58. Voting Trusts. – One or more stockholders of a stock
corporation may create a voting trust for the purpose of conferring
upon a trustee or trustees the right to vote and other rights
pertaining to shares for a period not exceeding five (5) years at any
time: Provided, That in the case of a voting trust specifically required
as a condition in a loan agreement, said voting trust may be for a
period exceeding five (5) years but shall automatically expire upon
full payment of the loan. A voting trust agreement must be in writing
and notarized, and shall specify the terms and conditions thereof. A
certified true copy of such agreement shall be filed with the
corporation and with the Commission; otherwise, the agreement is
ineffective and unenforceable. The certificate or certificates of stock
covered by the voting trust agreement shall be cancelled and new one
shall be issued in the name of the trustee or trustees, stating that they
are issued pursuant to said agreement. The books of the corporation
shall state that the transfer in the name of the trustee or trustees is
made pursuant to the voting trust agreement.
The trustee or trustees shall execute and deliver to the transferors,
voting trust certificates, which shall be transferable in the same
manner and with the same effect as certificate of stock.
The voting trust agreement filed with the corporation shall be subject
to examination by any stockholder of the corporation in the same
manner as any other corporate book or record; Provided, That both
the trustor and the trustee or trustees may exercise the right of
inspection of all corporate books and records in accordance with the
provisions of this Code.
Any other stockholder may transfer the shares to the same trustee or
trustees upon the terms and conditions stated in the voting trust
agreement, and thereupon shall be bound by all the provisions of said
agreement.
No voting trust agreement shall be entered into for purposes of
circumventing the laws against anti-competitive agreements, abuse of
dominant position, anti-competitive mergers and acquisitions,
violations of nationality and capital requirements, or for the
perpetuation of fraud.
Unless expressly renewed, all rights granted in a voting trust shall
automatically expire at the end of the agreed period. The voting trust
certificate as well as the certificate of stock in the name of the trustee
or trustees shall thereby be deemed cancelled and new certificate of
stock shall be reissued in the name of the trustors. The voting trustee
or trustees may vote by proxy in any manner authorized under the
bylaws unless the agreement provides otherwise.
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