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1 Discuss the right to vote in stock corporation

The right to vote is inherent in and incidental to the ownership of corporate stocks. It is settled that unissued
stocks may not be voted or considered in determining whether a quorum is present in a stockholders meeting, or
whether a requisite proportion of the stock of the corporation is voted to adopt a certain measure or act. Only
stock actually issued and outstanding may be voted. Under Section 6 of the Corporation Code, each share of
stock is entitled to vote, unless otherwise provided in the articles of incorporation or declared delinquent under
Section 67 of the Code.

Neither the stockholders nor the corporation can vote or represent unissued shares or treasury shares. These
shares are not to be taken into consideration in determining majorities. When the law speaks of a
given proportion of the stock, it must be construed to mean the shares that have passed from the corporation,
and that may be voted.

1.2 What is the effect of the death of a shareholder

Having thus determined that the quorum in a members meeting is to be reckoned as the actual number of
members of the corporation, the next question to resolve is what happens in the event of the death of one of

In stock corporations, shareholders may generally transfer their shares. Thus, on the death of a shareholder, the
executor or administrator duly appointed by the Court is vested with the legal title to the stock and entitled to
vote it. Until a settlement and division of the estate is effected, the stocks of the decedent are held by the
administrator or executor.

1.3 Discuss the right to vote in non-stock corporation

In nonstock corporations, the voting rights attach to membership. Members vote as persons, in accordance with
the law and the bylaws of the corporation. Each member shall be entitled to one vote unless so limited,
broadened, or denied in the articles of incorporation or bylaws. We hold that when the principle for determining
the quorum for stock corporations is applied by analogy to nonstock corporations, only those who
are actual members with voting rights should be counted.

Under Section 52 of the Corporation Code, the majority of the members representing the actual number of
voting rights, not the number or numerical constant that may originally be specified in the articles of
incorporation, constitutes the quorum.

1.4 What is the effect of a death of a member

On the other hand, membership in and all rights arising from a nonstock corporation are personal and non-
transferable, unless the articles of incorporation or the bylaws of the corporation provide otherwise. [45] In other
words, the determination of whether or not dead members are entitled to exercise their voting rights (through
their executor or administrator), depends on those articles of incorporation or bylaws.

Section 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.

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)

Section 65. Liability of directors for watered stocks. –

Any director or officer of a corporation consenting to the issuance of stocks for a
consideration less than its par or issued value or for a consideration in any form other
than cash, valued in excess of its fair value, or who, having knowledge thereof, does not
forthwith express his objection in writing and file the same with the corporate secretary,
shall be solidarily, liable with the stockholder concerned to the corporation and its
creditors for the difference between the fair value received at the time of issuance of the
stock and the par or issued value of the same. (n)

Sec. 71. Effect of delinquency. –

No delinquent stock shall be voted for be entitled to vote or to representation at any
stockholder's meeting, nor shall the holder thereof be entitled to any of the rights of a
stockholder except the right to dividends in accordance with the provisions of this
Code, until and unless he pays the amount due on his subscription with accrued
interest, and the costs and expenses of advertisement, if any. (50a)

Sec. 72. Rights of unpaid shares. –

Holders of subscribed shares not fully paid which are not delinquent shall have all the
rights of a stockholder. (n)