(LIM VS. MOLDEX LAND, INC. G.R. No.

206038, January 25, 2017)

In corporate parlance, the term "meeting" applies to every duly convened assembly either of
stockholders, members, directors, trustees, or managers for any legal purpose, or the transaction of
business of a common interest. Under Philippine corporate laws, meetings may either be regular or
special. A stockholders' or members' meeting must comply with the following requisites to be valid:

(1) The meeting must be held on the date fixed in the By Laws or in accordance with law;
(2) Prior written notice of such meeting must be sent to all stockholders/members of record;
(3) It must be called by the proper party;
(4) It must be held at the proper place; and
(5) Quorum and voting requirements must be met.

Of these five (5) requirements, the existence of a quorum is crucial. Any act or transaction made during a
meeting without quorum is rendered of no force and effect, thus, not binding on the corporation or parties
concerned.

Under the old law, notice must be sent to the shareholders in the event say, of a meeting for shortening
the corporate term. By notice is meant hard copy received by the shareholder. Under RA 11232, notice
can be done electronically provided stipulated by the by-laws. Or even if not so provided, as long as the
shareholder consents. So now, not having received a hard copy no longer poses a hindrance for the
meeting to push through. Neither will it be a ground to assail a convened one.

Among the items included in the notice of meeting are the following:

(a) the date and time of the meeting;

(b) the place of the meeting (which, in the case of a director's’ meeting must be in the city or
municipality where the principal office of the corporation is located, and if practicable, in the principal
office of the corporation or the meeting may be held anywhere in or outside the Philippines);

(c) the agenda for the meeting (i.e., the matters that will be taken up during the meeting).

In case the notice of meeting is sent late such that the relevant notice period provided in the Corporation
Code or in the by-laws will not be complied with, the notice of meeting generally includes a waiver form
that the stockholder or the director can sign. In that waiver form, the stockholder or director consents to
the holding of the meeting and waives formal call and notice of meeting, whether required under the law
or the by-laws. Under the Corporation Code, notice of meeting may be waived, expressly or impliedly, by
any stockholder or director.

). In case of an improperly held board meeting, resolutions and acts approved in said meeting may be
questioned unless subsequently ratified expressly by the board of directors in a duly convened meeting
or impliedly by the corporation’s course of conduct. (Lopez Realty vs. Fontecha, 247 SCRA 183 [1995])