VOTING REQUIREMENTS
Section 11:
Vote if fixed term – M of OCS
Section 15: Voting requirements
Amendment of:
- AOI – M + 2/3 of OCS
- Bylaws – M + M
- Close Corp. – 2/3 of OCS
- Cooperative – 2/3 of members
- Plan of Merger or Consolidation
– M + 2/3 and M + 2/3
- Foreign Corp. – no such vote
but must file within 60 days
Section 17:
Vote to change name – M + 2/3 of
OCS
Section 24:
Vote to hold meeting – quorum
Vote to decide for the meeting –
M of quorum
Section 27: Removal of DT
Vote for the meeting – M of OCS
Vote for removal – 2/3 of OCS
Vote for election – M of OCS
Section 28: Emergency Board
Vote – unanimous consent of
remaining directors
Section 29:
Vote for compensation of BOD –
M of OCS
Section 31:
Vote for SDD, corporations vested
with public interest – 2/3 of entire
membership of the board and M
of independent directors
Remedy if first 3 conditions are
violated – ratification of 2/3 of
OCS
DOCTRINES/THEORIES PERIODS
Doctrines Section 7:
Doctrine of Corporate Fiction Period of exclusive right to vote
- Corp. has separate and distinct personality and be voted for – 5 years
Doctrine of Piercing the Veil Section 11:
- Separate and distinct personality is Period to extend – 3 years
disregarded Period to decide – 2 years (Sec.
185)
Alter Ego Doctrine/Instrumentality Rule
- Test applied if mapi-pierce SHs and corp. Section 15:
Effectivity of Amendment of AOI is
Doctrine of Limited Capacity from the date of filing it not acted
- Limited powers: Express, Implied, Inherent within the period of – 6 months
Doctrine of Equality of Shares Section 21:
- Shares presumed to be all equal – Under New Law–
Non-use – 5 years no election,
Trust Fund Doctrine filing, etc.
- Considers subscribed capital as trust fund Continuous – 5 years started
for payment of debts something but stopped
Effect of continuous – delinquent
Doctrine of Individuality of Subscription status for 2 years
- When cert. of stock may not be issued
unless subscription is fully paid Section 22:
BOD Stock corp. – 1 year
Doctrine of Hold-Over BOD Non-Stock – 2 years
- Continuing the function as BOD until new BOT Non-stock – 3 years
BOD has been elected BOT Non-stock educ’l – 5 years
*Period to pay unpaid shares – 30
Special Fact Doctrine days
- Director acquires/attempts interest
adverse to the corporation Section 25:
Report of Election – 30 days
Interlocking Doctrine Report of Non-holding – 30 days
- When one, some, or all of directors are Rescheduled elec. – 60 days
basically the same Report if BOD dies, resigns – 7
days
Corporate Opportunity Doctrine or Seizing Filing out vacancy – 45 days
Corporate Opportunity
- Acquires business opportunity which Section 26:
should belong to the corporation Disqualified if within 5 years prior
to election, DTO was FFF
Doctrine of Corporate Immunity
- When the corporation is still liable even if Section 28:
it authorized another person Term expires – not later than the
day of expiration
REQUISITES/QUALIFICATIONS
Requisites
Section 19:
- Valid law
- Bona fide attempt to operate
- Actual user or exercise in good
faith
- Issuance of COI despite non-
compliance
Section 24:
- Meeting must be duly assembled
- Presence of quorum
- Decision of M of Q
- Meeting at the time, place, and
manner
Section 34:
- Bylaws must provide for it
- Composed of not less than 3
members of the board
- Must be directors of the
corporation
- BOD creates the ExCom
Section 40:
- Must be for a legitimate purpose
- Presence of URE
Section 42:
- Presence of URE
Valid BODs’ resolution
PERCENTAGE
Section 12: Equity Rule
100% - for mass media
70/30 – for advertising industry
60/40 – educ’l institutions,
public utilities, etc.
Section 22:
Independent directors of
corporations vested with public
interest – 20 %
Section 29:
Compensation of directors shall
not exceed – 10% of net income
Section 32:
Substantial stockholdings –
exceeding 20%
Section 37:
25% 25% rule/requirement for
increase of capital stock
Section 42:
Exception of declaration of
dividend – if it exceeds 100% of
PCS
 Removal – same day as removal
Theories Qualifications
Section 32: Other grounds – within 45 days
Vote to ratify if not substantial – Theory of Original Power Notification of Emergency board – Section 10:
2/3 of OCS - BOD’s power is undelegated because it is 3 days If natural person
original - Must own 1 share
Section 33: - Must be of legal capacity
Vote for ratification of Corporate Theory of General Capacity Section 37: If juridical person
Opportunity Doctrine – 2/3 of OCS - Corporation can exercise any power except Application of increase/decrease - Must own 1 share
those that are prohibited or bonded indebtedness – 6
Section 34: months Section 22:
Vote to create ExCom – M of BOD Theory of Special Capacity - Must own at least 1 share
Vote to decide ExCom – M of all its - Corporation can exercise prohibited Section 42: - The share must be registered in
members powers unless allowed to use other powers Effect of delinquency – 30 days his name
- The share must be continuously
Section 36: Section 43: registered
Vote if corporate term will be Period of mgt. contract – 5 years
extended or shorten – M of BOD + Section 24:
2/3 of OCS President – must be a director
Secretary – must be resident and
Section 37: citizen
Vote required for this section – M Treasurer – must be resident
+ 2/3 of OCS

Section 38:
Vote required if preemptive right
is not in AOI – M +2/3 of OCS

Section 39:
Vote if primary purpose – M of
BOD
Vote if not primary purpose – M +
2/3 of OCS
Vote in case of abandonment – M
of BOD
Vote if it would render the corp.
incapable – M + 2/3 of OCS

Section 41:
Vote if primary purpose – M of
BOD
Vote if not primary purpose – M +
2/3 of OCS
Vote if it is implied power – M of
BOD

Section 42:
Vote for declaration of dividends –
M of Q of BOD
Vote if stock dividend – M of Q of
BOD + 2/3 of OCS

Section 43:
Vote for mgt. contract – M+M and
M+M
Vote for the exceptions – M+M
and M + 2/3 of OCS

Section 44:
Vote to ratify ultra vires act – 2/3
of OCS

Section 45:
Vote if filed prior – no vote, just
consent of all incorporators
Vote if filed after – M of OCS

Section 47:
Vote to amend bylaws – M + M
Vote if delegated – 2/3 of OCS
Vote if delegation is revoked – M