TITLE VBY LAWS
Sec. 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. (20a)
Sec. 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. (21a)
Sec. 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. (22a and 23a) |