Meetings sec 50 requirements
- meetings shall be held annually
as fixed in the by laws or if not
fixed on any date in april of
every year as determined by
BOD or Trustees
- notice requirement for
meetings 2 weeks before for
regular meetings and 1 week
for special meetings
- notice may be waived
expressly or impliedly by any
SH/member
- if there is no person authorized
to call a meeting the SEC
commission upon petition of
SH/member showing good
cause may issue and order to
the corpo giving proper notice
the petitioning SH shall precide
over them until they have
chosen one as presiding officer
- must be held in the city or
municipality where the
principal office of the
corporation is located and if
practicable in the principal
office of the corporation
NOTE all proceedings had and any
business transacted at any meeting of
the SH/members if within the power
or authority of the corporation shall
be valid even if improperly called or
held provided all the SH/members of
the corporation are present or duly
represented in the meeting
Those authorized to call a meeting
- the person authorized by the
by laws
- absent of any provision the
president
- by the secretary on order of the
president or on written
demand of the SH representing
atleast majority of the OCS or
members allowed to vote or
the SH/member making the
demand if there is no secretary
or he refuses to do so under sec
28
- a SH as empowered by the
proper forum under sec 50
Quorum requirement
- unless otherwise provided by
the by laws the requirement of
quorum shall consist of the
majority of the OCS or majority
of member
Right to vote
- non voting stocks are entitled
to vote except in those
instances provided in the
penultimate paragraph of sec 6
- treasury share have no voting
rights while they remain in the
treasury
- shares of stock declared as
delinquent are not entitled to
vote at any meeting
- unregister transferee of shares
of stock
Proxy voting requirements
- the proxy must be in writing
- it is signed by the stockholder
or member or his duly
authorized representative
- it is filed on or before the
schedule meeting with the
corporate secretary
NOTE no proxy shall be valid and
effective for a period longer than 5
years at any one time
Stock and stockholder
A person may be a SH in a corporation
in three ways
- by a contract of subscription
with the corporation
 - by purchase of treasury shares
from the corporation
- by purchase or acquisition of
shares from existing SH
Consideration for stocks
- actual cash paid to the
corporation
- property tangible or intangible
actually received by the
corporation and necessary or
convenient for its use and
lawful purposes at a fair
valuation equal to the par or
issued value of the stock issued
- labor performed for or services
actually rendered to the
corporation
- previously incurred
indebtedness of the
corporation
- amounts transferred from URE
to stated capital
- outstanding shares echanged
for stocks in the event of
reclassification or conversion
requirements for issuance of
certificate of stock
- it must be signed by the
president or vice president and
countersigned by the secretary
or assistant secretary
- it must be sealed with the
corporate seal
- the entire value thereof with
interest if any should have
been paid
Registration is necessary:
- to enable the corporation to
know who its SH are
- to enable the transferee to
exercise his rights as a SH
- to afford the corporation an
opportunity to object or refuse
registration of the transfer in
cases allowed by law
- avoid fictitious and fraudulent
transfers
- protect creditors who have the
right to look upon SH in casr of
non payment or watered
shares for the satisfaction of
their claims
Issuance of watered stocks
- for a monetary consideration
less than its par or issued value
- for a consideration in property
tangible or intangible valued in
excess of its market value
- gratuitously or under an
agreement that nothing shall
be paid at all
- in the guise of stock dividends
when there are no surplus
profits of the corporation
Effect of issuance of watered stocks
- the corporation is deprived of
its capital thereby hurting its
business prospects financial
capability and responsibility
- SH who paid their
subscriptions in full or
promised to pay the same are
injured and prejudiced by the
reduction of their
proportionate interest in the
corporation
- Present and future creditors
are deprived of the corporate
assets for the protection of
their interest
Remedies available to SH for
refusal of inspection of books
- madamus
- damages
- criminal compliant under art
144
Defense of corporate officers
- that the person demanding has
improperly used any
information secured through
any prior examination of the
records or minutes of such
corporation or any other
corporation
- that he was not acting in good
faith or for a legitimate
purpose in making his demand
- the right is limited or restricted
by special law or the law of its
creation
Plan of merger or consolidation
- names of corporations
proposing to incorporate
- terms if merger or
consolidation and mode of
carrying the same
- statement of changes if any of
AOI if merger if consolidation
all statements required by law
- other provision deemed
necessary or desirable
corporation organized under
the code
- the surviving corporation or
the consolidated corporation
shall possess all the rights
privileges immunities and
franchises of the constituent
corporations and all properties
and all receivables due
including subscriptions to
shares and other choses in
action and every other interest
of or belonging to or due to the
constituent corporation shall
be deemed transferred to and
vested in such surviving or
consolidated corporation
without further act or deed
- the right of creditors or any
lien on the property of the
constituent corporations shall
be impaired by the merger or
consolidation

Effects of merger or consolidation

- there will only be a single

corporation on se of merger
the surviving corporation or
the consolidate corporation in
case of consolidation
- the termination of corporate
existence of the constituent
corporations except that of the
surviving corporation or the
consolidated corporation
- ther surviving corporation or
the consolidated corporation
will possess all the rights
privileges immunities and
powers and shall be subject to
all the duties and liabilities of a