I'm Giancarlo Enrico S. Pozon, a Wushu instructor, investor and Barrister... That's right, Barrister; I graduated from law school and took the Bar Exams, now I'm waiting for the results. I created this blog to make Philippine Law easy to understand for the average person. It's all about free legal advice. There are many law blogs. But the problem is that many of them are written for lawyers and law students. They use words that can't be understood by ordinary people.
Many lawyers, judges and law students consider themselves as superior to most human beings because of their knowledge of the law. It bothers me since the law is supposed to serve society. Since the law is meant to serve society as a whole, it is important that is must be understood by everybody.
This does not mean that we should all become lawyers. It means that although law is a highly specialized profession, the first duty of everybody in this profession is to make the law understandable to all; that's why all these articles are free legal advice.
Like I said, this blog is about law -but it's for the ordinary people, not the lawyers. It's for the ordinary folk so they will know what is good and bad for them, and that making them aware of the law will help us all improve society as a whole. This is free legal advice for everybody!
There are 2 kinds of board meetings as well as 2 kinds of stockholders' meetings: Regular and Special.
1.) Board Meetings
Regular -monthly. Place is determined in the by-laws (but if not stated, can be held anywhere in the Philippines or outside.)
Special -anytime when necessary. Venue is the same as in regular meetings.
2.) Stockholders' Meetings
Regular -annually on a date indicated in the by-laws (if no date is indicated, anytime within April.) Venue is the city or municipality where the principal office is located (at the principal office itself, if possible.)
Special -anytime when necessary. Venue is the same as in regular meetings.
Quorum
A quorum consists of the majority of the outstanding capital stock or members of the board, unless otherwise provided in the by-laws. The type of vote depends on the purpose for which is was called. They are given below:
1.) Majority of the outstanding capital stock or members (in cast of non-stock corporations)
a.) Election of directors/trustees
b.) Calling for a special meeting to remove a director/trustee
c.) Adoption of by-laws
d.) Revocation of powers delegated to directors/trustees to amend/repeal the by-laws or adopt new by-laws
2.) Majority of the board of directors/trustees and the outstanding capital stock/members (non-stock corporations): amendment/repeal of by laws and adoption of new by-laws
3.) Majority of the quorum of the board of directors
a.) Issuance of dividends (except stock dividends)
b.) Fixing the issue price of no-par value shares (but if not mentioned in the articles of incorporation, majority of the outstanding capital stock is necessary for approval
4.) At least 2/3 of the outstanding capital stock/members (in a non-stock corporation)
a.) Removal of a director/trustee
b.) Delegation of the power to amend/repeal the by-laws or adopt new by-laws to the board of directors/trustees
c.) Ratification of a contract between the corporation and a self-dealing director/trustee or officer
5.) Majority of the quorum of the board of directors/trustees and at least 2/3 of the outstanding capital stock/members (non-stock corporation)
a.) Issuance of stock dividends
b.) Management contract under Sec. 44 of the Corporation Code (but if the circumstances in sec. 44 are absent, only the majority of the outstanding capital stock/members is necessary)
6.) Majority of the board of directors/trustees and at least 2/3 of the outstanding capital stock/members
a.) Amendment of the articles of incorporation
b.) Sale, lease, exchange, mortgage, pledge or other form of disposal of all/substantially all corporate property
c.) Increase/decrease of capital stock
d.) Incurring or increasing bonded indebtedness
f.) Dissolution of the corporation
g.) Extending/shortening the corporate term
h.) Investment of corporate funds in another corporation/business in line the the Corporation Code
i.) Distribution of assets in a non-stock corporation
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