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BOARD MEETING

(In accordance with Philippine Laws)


WHEN?
The regular meetings of the board of directors or trustees of every corporation shall be
held monthly, unless the by-laws provide otherwise.1
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.2
WHERE?
Meetings of directors or trustees of corporations may be held anywhere in or outside
of the Philippines, unless the by-laws provide otherwise.3
Board meetings done through tele/video conferencing where the participants who are
not physically present are located in different places, both here and abroad are allowed
by law. The SEC has issued guidelines for this purpose. 4
HOW?
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.5
WHO?
The President shall preside at all meetings of the directors/trustees as well as of the
stockholders or members, unless the by-laws provide otherwise. 6
WHY?
1 Sec. 53, Corporation Code of the Philippines
2 Id.
3 Id.
4 See SEC Memorandum Circular No. 15, Series of 2001)
5 Sec. 53, Corporation Code of the Philippines

As agents of the corporation managing its affairs, the directors/trustees can only
exercise their powers as a board, not individually or separately. The law proceeds upon
the theory that directors/trustees shall meet and counsel with each other, and that any
determination affecting the corporation shall only be arrived at after a consultation at a
meeting of the board upon notice to all, attended by at least a quorum of its members. 7
The general rule is that where the law expressly requires a meeting for a particular
transaction, any action taken by the corporation without a meeting properly held for
such purpose is VOID.
Unless the Articles of Incorporation or the by-laws provide for a greater majority, a
majority of the number of directors/trustees as fixed in the articles of incorporation shall
constitute a quorum for the transaction of corporate business, and every decision of at
least a majority of the directors/trustees present at the meeting at which there is a
quorum shall be valid as a corporate act. 8
Directors/Trustees CANNOT attend or vote by proxy board meetings.9

6 Sec. 54, Corporation Code of the Philippines


7 SEC Opinion, March 10, 1972
8 Sec. 25, Corporation Code of the Philippines
9 Id.