TITLE VIMEETINGS
Sec. 49. Kinds
of meetings. - Meetings of directors, trustees,
stockholders,
or members may be regular or special. (n)
Sec. 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 any time 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 Secretaries 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 been chosen one of their number as presiding officer. (24,
26)
Sec. 51. Place
and time of meetings of stockholders or
members.
- Stockholders' or members' 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. (24 and 25)
Sec. 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. (n)
Sec. 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. (n)
Sec. 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. (n)
Sec. 55. Right
to vote of pledgors, mortgagors, and administrators. -
In
case of pledged or mortgaged shares in stock corporations, the pledgor
or mortgagor shall have the right to attend and vote at meetings of
stockholders,
unless the pledgee or mortgagee is expressly given by the pledgor or
mortgagor
such right in writing which is recorded on the appropriate corporate
books.
(n)
Executors, administrators, receivers, and
other legal representatives duly appointed by the court may attend and
vote in behalf of the stockholders or members without need of any
written
proxy. (27a)
Sec. 56. Voting
in case of joint ownership of stock. - In case of shares
of stock owned jointly by two or more persons, in order to vote the
same,
the consent of all the co-owners shall be necessary, unless there is a
written proxy, signed by all the co-owners, authorizing one 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.
(n)
Sec. 57. Voting
right for treasury shares. - Treasury shares shall have
no voting right as long as such shares remain in the Treasury. (n)
Sec. 58. Proxies.
- Stockholders and members may vote in person or by proxy in all
meetings
of stockholders or members. Proxies shall in writing, signed by the
stockholder
or member and filed before the scheduled meeting with the corporate
secretary.
Unless otherwise provided in the proxy, it shall be valid only for the
meeting for which it is intended. No proxy shall be valid and effective
for a period longer than five (5) years at any one time. (n)
Sec. 59. 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 the 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 copy of such agreement shall
be filed with the corporation and with the Securities and Exchange
Commission;
otherwise, said agreement is ineffective and unenforceable. The
certificate
or certificates of stock covered by the voting trust agreement shall be
canceled and new ones shall be issued in the name of the trustee or
trustees
stating that they are issued pursuant to said agreement. In the books
of
the corporation, it shall be noted that the transfer in the name of the
trustee or trustees is made pursuant to said 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 certificates 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 transferor 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 his
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 the purpose of circumventing the law against monopolies and
illegal
combinations in restraint of trade or used for purposes of fraud.
Unless expressly renewed, all rights
granted
in a voting trust agreement shall automatically expire at the end of
the
agreed period, and the voting trust certificates as well as the
certificates
of stock in the name of the trustee or trustees shall thereby be deemed
canceled and new certificates of stock shall be reissued in the name of
the transferors.
The voting trustee or trustees may vote by
proxy unless the agreement provides otherwise. (36a)
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