Professional Documents
Culture Documents
2. That the vote of such WHY CORPORATION 3. The required quorum in incorporation – B/T-
director or trustee was not ACQUIRES ITS OWN meetings of stockholders M & M/OCS-2/3
necessary for the approval of SHARE? or members and the 2. To elect directors or
the contract; trustees-M/OCS-M
manner of voting therein;
3. That the contract is fair and 1. Elimination of fractional 3. To remove directors
4. The form for proxies of
reasonable under the share stockholders and or trustees- M/OCS-
circumstances; and 2. Satisfaction of
4. That in case of an officer, members and the 2/3
indebtedness to 4. To call a special
the contract has been corporation manner of voting them;
previously authorized by the 5. The qualifications, duties meeting to remove
3. Payment of share of
board of directors. dissenting or and compensation of director or trustees-
withdrawing stockholders directors or trustees, M/OCS-M
CORPORATE POWERS AND 4. Other cases officers and employees; 5. To ratify a contract
CAPACITY 6. The time for holding the of a director or
CONDITIONS IN ACQUIRING annual election of trustees with the
1. To sue and be sued in its OWN SHARES corporation- M/OCS-
directors of trustees and
corporate name;
2. Of succession by its corporate the mode or manner of 2/3
name for the period of time stated 1. That its capital is not giving notice thereof; 6. To extend /shorten
in the articles of incorporation and thereby impaired 7. The manner of election corporate terms-
the certificate of incorporation; 2. That it be for a legitimate or appointment and the B/T-M & M/OCS-2/3
3. To adopt and use a corporate and proper purpose 7. To increase or
term of office of all
seal; 3. That there shall be decrease the capital
4. To amend its articles of unrestricted retained officers other than
directors or trustees; stock -B/T-M &
incorporation in accordance with earnings to purchase the
the provisions of this Code; same and its capital is 8. The penalties for M/OCS-2/3
5. To adopt by-laws, not contrary to thereby impaired violation of the by-laws; 8. To incur, create, or
law, morals, or public policy, and to 4. That the corporation acts 9. In the case of stock increase bonded
amend or repeal the same in in good faith and without corporations, the manner indebtedness- B/T-M
accordance with this Code; prejudice to the right of of issuing stock & M/OCS-2/3
6. In case of stock corporations, to
the creditor and certificates; and 9. To sell, lease,
issue or sell stocks to subscribers
stockholder 10. Such other matters as exchange,
and to sell stocks to subscribers
5. That the condition for mortgage, pledge
and to sell treasury stocks in may be necessary for the
corporate affairs warrant
accordance with the provisions of proper or convenient substantial assets-
it
this Code; and to admit members transaction of its B/T-M & M/OCS-2/3
to the corporation if it be a non- 10. To invest corporate
CLASSES OF DIVIDENDS corporate business and
stock corporation; funds in other
7. To purchase, receive, take or affairs.
business- B/T-M &
grant, hold, convey, sell, lease, 1. Cash dividend
pledge, mortgage and otherwise 2. Property dividend KINDS OF MEETING M/OCS-2/3
deal with such real and personal 3. Stock dividend 11. To issue stock
property 4. Optional dividend 1. Regular dividends-Q-M &
8. To enter into merger or 5. Composite dividend 2. Special M/OCS-2/3
consolidation with other 6. Scrip dividend 12. To enter into a
corporations as provided in this 7. Bond dividend REQUISITES OF VALID
management
Code; 8. Cumulative MEETINGS
9. To make reasonable donations, contract- Q-M &
10. To establish pension,
dividend M/SH-M/2/3
9. Liquidating dividend 1. It must be held at the
retirement, and other plans for the 13. To adopt by-laws-
benefit of its directors, trustees,
10. Preferred dividend proper place
2. It must be held at the OCS-M
officers and employees; and 14. To amend, repeal or
11. To exercise such other powers VALIDITY OF BY-LAWS stated date and at the
adopt new by-laws-
as may be essential or necessary appointed time or at a
to carry out its purpose or purposes B/T-M & OCS-M
1. They must not be reasonable time
as stated in the articles of 15. To delegate to
contrary to existing law 3. It must be called by t
incorporation. board of director
and inconsistent with the proper person
code 4. There must be a previous the power to amend
2. They must not be notice or repeal the by-
RELATIVE POWERS OF
contrary to morals and 5. There must be a quorum laws-OCS-2/3
CORPORATION
public policy 16. To revoke the
3. They must not impair REQUISITES OF NOTICE OF preceding power
1. Any act not prohibited obligation of contract MEETINGS delegated to the
2. Only powers those 4. They must be general
granted board of directors-
and uniform in their 1. Must be issued by one
operation and not OCS-M
directed against who has authority to 17. To fix the issued
CLASSIFICATION OF
CORPORATE POWERS particular individual issue it price of no par
1. Those expressly grated or 5. They must be consistent 2. Must be In writing value share-Q-M or
authorized by law with the articles of 3. Must state the date, OCS-M
2. Those that is necessary to incorporation time, place of the 18. To effect or amend
the exercise of the express or 6. They must be reasonable meeting the plan of merger
incidental power 4. Must state the business or consolidation-
3. Those incidental to its CONTENTS OF BY-LAWS to be transacted thereat B/T-M & M/OCS-2/3
existence 5. Must be sent at a certain 19. To dissolve the
1. The time, place and time before the corporation- B/T-M
IMPLIED POWERS OF
manner of calling and scheduled meeting & M/OCS-2/3
CORPORATION
conducting regular or 6. Must comply with any 20. To adopt a plan of
special meetings of the other requirements distribution of
directors or trustees; prescribed by laws/by- assets of NSC- B/T-
1. Acts in the usual course
of business 2. The time and manner of laws M & M-2/3
2. Acts to protect the debts calling and conducting
owing to a corporation MATTERS AT WHICH THE PRESIDING OFFICER AT
regular or special
3. Embarking in different LAW REQUIRES SPECIFIC MEETINGS
meetings of the
business NUMBER OF VOTES
stockholders or
4. Acts in part or wholly to 1. President/chairman/vice-
members; 1. To amend the
protect or aid employees chairman
5. Acts to increase business articles of