CHAPTER 6 Meetings

1. There are two kinds of meetings of the stockholders or members – regular and special.
Differentiate the two as to the date of meeting, and notice and contents.
Regular Meeting Special Meeting
As to date of meeting
As to notice and contents
As to place

2. (A) Who may call for a stockholder’s meetings?

(B) What constitutes quorum in the stockholders’/members’ meeting?
(C) Who presides in the meeting?
3. Case: The Corporate Secretary of ABC Corp. during its stockholders meeting declared that
required attendance had been obtained to constitute a quorum and the president
announced that the meeting is called to order. Out 40 stockholders holding 1M outstanding
capital stock, 35 stockholders holding 800,000 attended the meeting. However, after 20
minutes, just after the president presented his report, 20 stockholders, holders of 450,000
capital stock, walked out and left. Would the proceeding after they left be valid?
4. What are the requisites for a valid meeting?
5. What is the effected of failure to comply with the requisites for meeting?
6. There are two kinds of meetings of the board of directors or trustees – regular and special.
Differentiate the two as to the date of meeting, and notice and contents.
Regular Meeting Special Meeting
As to date of meeting
As to notice and contents
As to the place
As to quorum
As to presiding officer
Manner of voting

7. T/F. S1 A stockholder or member may vote, directly or indirectly through their representatives
in a stockholder’s meeting.
S2 Members of the board may vote, directly or indirectly through their representatives in a
board meeting.
8. T/F. Treasury shares shall have voting right as long as such shares remain in the treasury.
9. Stockholders and members may vote in person or by proxy in all meetings of stockholders or
members (Sec. 58).
(A) What is proxy and
(B) What are the limitations on proxies?
10. T/F. Proxies are required to be notarized.
11. Cases:
a. Jonalie, issued proxies to Des dated January 15,2012. The same proxies are issued in
favor or Rommel dated January 16, 2012. Who has the right to vote on behalf of
Jonalie?
b. Aple issued proxies to Edgar dated January 15, 2012. The same proxies are issued in
favor of Marc dated January 15, 2012. Who has the right to vote in behalf of Aple?
12. One or more stockholders of a stock corporation may create a voting trust for the purpose of
conferring upon a trustee or trustees the right to vote and other rights pertaining to the
shares for a period not exceeding five years at any time (Sec. 59). What is voting trust
agreement? What are the limitations on voting trust?
13. What are the differences between proxy and voting trust?
As to Voting Trusts Proxy
Nature
Notarization
Legal title
Manner of voting
Actions allowed
Restrictions on voting
Period
Separability of ownership
and voting rights