Methods of Voting

1. Straight Voting – every stockholder may vote such number of shares for as many persons as there are
directors to be elected

2. Cumulative Voting:

• Cumulative voting gives the stockholder entitled to vote the right to give a candidate as

many votes as the number of directors to be elected multiplied by the number of his

shares shall equal (Cumulative Voting for one candidate) or he may distribute them

among the candidates as he may see fit (Cumulative voting by distribution)

• This is granted by law to each stockholder with voting rights. However, in non-stock

corporations, cumulative voting is generally not allowed, UNLESS allowed by the AOI or

by-laws.

• Under this method, if there are 10 directors to be elected, a holder of 1,000 shares will

have 10,000 votes which he may cast in favor of one candidate or may apportion to any

number of candidate he may wish

• PURPOSE: to allow the minority to have a rightful representation in the board of

directors.

• Cumulative voting is not available in non-stock corporations.

REMOVAL AND FILLING-UP OF VACANCIES

Procedure:

1. By-laws may provide for causes or grounds for removal of a director;

2. A director representing the minority may

not be removed except for those causes;

3. A director NOT representing the minority

may be removed even without a cause.

AMENDMENT: The SEC is now empowered to

motu proprio (not just upon verified

complaint) and after due notice and hearing,

order the removal of a director or trustee

elected despite the disqualification, or whose

disqualification arose or is discovered

subsequent to an election.

Requirements for a valid removal:

1. The removal should take place at a

general or special meeting duly call for

that purpose;

2. The removal must be by the vote of the

stockholders holding or representing 2/3

of the outstanding capital stock or the

members entitled to vote in cases of non- stock corporations; and

3. There must be a previous notice to the

stockholders or members of the

intention to propose such removal at the

meeting either by publication or on

written notice to the stockholders or

members.