True or False.

1. Articles of incorporations are the rules and regulations of the stockholders. 2. In non-stock corporation stockholders vote by shares. 3. To increase and decrease the capital stock, a majority of trustees and 2 of the outstanding capital 3 stock. 4. The required quorum in meetings of stockholders or member xxx. 5. Meetings of directors, stockholders, trustees or members may be required or special. 6. Regular 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. 7. A candidate for director must own 5000 shares. 8. Third persons are not bound by-laws when they have knowledge of the provisions either actually or constructively. 9. Guardians may not vote the stock of a minor or insane persons. 10. Trustee shall have the right to vote and possess other rights pertaining to the shares for the period of not exceeding 3 years. 11. Treasury shares shall have no voting right as long as remain in the treasury. By-laws are the rules and regulations adopted by the stockholders or members for their internal government. 12. Failure to fill the by-laws on time will give the SEC the power to suspend or revoke the certificate of incorporation issued by them. 13. Holders of the majority of the outstanding capital stock may elect all the members of the board of directors. 14. Meetings of the B.O.D. may be held outside the country. 15. During liquidation of a partnership the surviving partner may vote stock owned by the firm. 16. A director of a corporation who has been elected president is disqualified from voting a resolution fixing his salary. 17. Proxy votes are counted even in the presence of the stockholders. 18. Stockholders has the right to transfer his shares of stock. 19. Stockholders has the right to adopt and amend the by-laws. 20. A certified copy of the voting trust agreement shall be filed w/ the corporation and w/ the SEC. 21. To adopt by-laws, a majority of the preferred capital stock or of the members. 22. Stockholders has the right to examine books and records. 23. Stockholders has the right to elect and remove directors. 24. Trustees has no legal title to the shares of the stockholder. 25. Articles of incorporations is adopted by the stockholders. 26. Trustees are limited to any particular meeting. 27. By-laws are adopted before incorporation. 28. Meeting is invalid if the proceedings and business transacted are w/in the power of the corporation stockholders are present or duly represented. 29. Directors and trustees can attend by proxies at board meetings. 30. Regular meeting of the BOD or trustees shall be held at any time upon the call of the president. 31. The BOD shall preside at all meetings of trustees. 32. A continuing proxy must be for a period not exceeding 6 years at any one time. 33. True by-laws shall be adopted within 3 months after receipt of official notice of the issuance of its certificate of incorporation by the SEC.

34. Articles of incorporation are the rules and regulations of the stockholders for the internal government. 35. Stockholders have no right to examine the books and records.

Matching Type.
1. Proxy

2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15.

Voting trusts President Call Notice By-laws Regular meeting Special meeting Special proxy Continuing proxy Time for adoption Directors meeting Stockholders meeting Meeting Quorum

a) Agreement in writing to transfer shares to trustees. b) Regular or special shall be held in the city or municipality where the principal office is located. c) Shall consist of SH representing a majority of outstanding cap. stock. d) Shall be held anywhere I or outside Philippines. e) Presiding officer. f) Instrument which evidences the authority of the agent. g) Held monthly. h) Held anytime upon the call of the president i) Within 1 month from the issuance of the certificate of incorporation. j) Give opportunity to deliberate and vote on matter affecting the corporation. k) Shall be valid for a period no more than 5 years. l) Exercise by person who has power to held the meeting. m) Writings informing the SH or members of the meeting. n) Rules of action adopted by the corporation. o) Used only for meeting for which it is intended. p) has the right to examine books and records.

Multiple choice:

1. elements of by-laws, except a) consistent with existing law b) general and uniform in operation c) ratification of directors contract with their corporation d) consistent with public policy 2. the ______ may suspend, revoke, or cancel after proper notice and hearing, the certificate of registration of a corporation on account of its failure to file by-laws within the required time. a) Stockholders b) Proxy c) Trustee d) SEC 3. Shall be held at time deemed necessary or as provided for in the by-laws a) Regular meetings b) Directors meeting c) Special meetings d) Normal meetings 4. Requisites for valid meeting: I. Must be at proper place II. Consistent with the AOI III. Notice must be given IV. There must be a quorum a) I b) I & II c) I, II, & IV d) I, III & IV 5. Whether regular or special shall be held in city or municipality where the principal office is located and practicable in the principal office of the corporation a) Stockholders meeting b) Directors meeting c) Incorporators meeting d) Trustees meeting 6. Unless otherwise provided in the AOI & stated in the certificate of stock,_______ may vote at corporate meetings a) Preferred stockholders b) Trustees c) Surviving partners d) Executors & administrators 7. As a general, a _______ may not its own stock, but it is permitted ordinarily to vote the stock it holds rightfully in another corporation a) Directors & other officer b) Corporation c) Proxy d) Surviving partners

8. A proxy for a certain meetings shall be valid and may be used only for the meeting which it is intended a) Special proxy b) Regular proxy c) Continuing proxy d) Revocable proxy 9. A ______ votes only in the absence of the stockholders a) Directors b) Trustees c) Proxy d) Members 10. The following acts require the intervention of the stockholders by express statutory provisions, except a) Removal of directors b) Extension or shortening of the corporated name c) Election of the BOD d) All of the above e) None of the above 11. Rights of stockholders I. Right to elect and remove directors II. Right to receive dividends III. Right to transfer his shares of stock IV. Right to bring derivative suit a) I,III,IV b) IV c) I,II,III,IV d) I,IV 12. Right for trustee a) Right of inspecting all corporate books and records b) Right to transfer his shares of stock c) Right to bring derivative suit d) All of the above e) None of the above 13. Persons entitled to vote except a) Pledger or mortgagor b) Trustee c) Surviving partner d) All of the above e) None of the above 14. Charter of corporation a) Director b) By-laws c) Articles of incorporator d) Stockholders

15. Requisites in quorum in stockholders, & members meetings except a) More than no. required by law b) Any no. but at least 2 c) Majority of outstanding capital stock or members d) All of the above e) None of the above

Essay

A. B. C. D. E. F. G. H. I.

What are the requisites of a valid By-laws What is the concept on by-laws Requisites for a valid meeting Requisites of quorum in stockholders & members meeting Limitations on proxies Distinguish By-laws from articles of incorporation Are the articles of incorporation & by-laws are public documents? Explain your answer? Does the by-laws have to be approved by the SEC? Do by-laws bind the public

Answer key:

True or false
1. False 2.