Consti Provision Matter Who Votes Required Vote Manner

Election of Senate President Senate Majority

Art. VI, Sec. 16 (1)
Election of House Speaker HR Majority
Suspension or expulsion of a senator Senate 2/3
Art. VI, Sec. 16 (3)
Suspension or expulsion of a congressman HR 2/3
Art. VI, Sec. 23 Declaration of the existence of a state of war Congress 2/3 Separate
Art. VI, Sec. 28 (4) Granting tax exemption Congress Majority
Art. VII, Sec. 4, par. 5 Tie in the presidential or VP elections Congress Majority Separate
Art. VII, Sec. 9 Confirmation of the President’s nominee for VP Congress Majority Separate
Determination that the President is unable to
Art. VII, Sec. 11, par. 4 Congress 2/3 Separate
discharge the powers and duties of his office
Revocation of the suspension of the privilege of the
Art. VII, Sec. 18 Congress Majority Joint
writ of HC or declaration of ML
Art. VII, Sec. 19 Granting amnesty Congress Majority
Art. VII, Sec. 21 Validity of treaties and international agreements Senate 2/3
Affirming a favorable resolution with the Articles of
Art. XI, Sec. 3 (2) Impeachment of the Committee, or overriding its HR 1/3
contrary resolution
Art. XI, Sec. 3 (6) Conviction in impeachment cases Senate 2/3
Proposal of an amendment or revision to the
Art. XVII, Sec. 1 Congress 3/4
Constitution
Call for a constitutional convention Congress 2/3
Art. XVII, Sec. 3 Submitting to the electorate the question of calling a
Congress Majority
constitutional convention

Prepared by: Maria Mirella M. Alvero

 STRIKE
When to Submit
Notice of Strike At any time, as long as there is a
lawful ground.
Notice of Conduct of Strike 24 hours prior to conduct of strike
Vote vote.
Strike Vote Report Any time after conduct of strike
vote.
CERTIFICATION ELECTION
Issue Required Vote
Validity of Election Majority (50%+1) of eligible
voters in the bargaining unit.
Winner Majority (50%+1) of valid votes
cast.
• Exclude spoiled ballots
Run-off election Total number of votes for
contending unions is at least 50%
*There must be at least 3 choices of the number of votes cast.
• Include ALL votes
Period Triggered
Cooling-off period
1. 30 days – Deadlock
2. 15 days – ULP
3. 0 days – union busting
7-day strike ban
If Required Vote is NOT
Reached
There is a failure of election.
Possibilities
Challenged votes will be included
IF the result will be materially
affected.
No union obtained majority of
valid votes
Tie
No run-off election can be
conducted.
Purpose
To allow DOLE to intervene and
help the parties to arrive at an
amicable settlement.
To allow DOLE to determine the
necessity of supervising or
monitoring the conduct of strike
vote.
To ensure that majority of the
union members support the strike.
Next Step
Resetting/rescheduling for another
CE within 6 months from failure.
(Re-run election).
Determine if there is a winner.
Determine if a run-off election can
be conducted.
Re-run election
The unions will have to wait for
another year before another PCE
can be filed (Statutory bar).
 BARS TO CERTIFICATION ELECTION
Bar Cause Effect on PCE
Contract Duly-registered CBA PCE can be filed during the 60-day freedom period
immediately before the expiration of 5 years.
Statutory A valid certification, consent, re-run or run-off PCE can be filed 1 year from the date of the prior
election was held, but no SEBA was chosen. election.
Certification Year A valid certification, consent, re-run or run-off PCE can be filed 1 year from the date the SEBA was
election was held where a SEBA was chosen. certified.
Deadlock Bargaining deadlock has been submitted to A question as to representation cannot be entertained
conciliation or arbitration. during pendency.
Negotiations Commencement of negotiations in good faith between No PCE can be filed during the entire duration of
the employer and SEBA. negotiations.
 CORPORATION LAW
Concurrence of BOD/BOT and SH/Members
Appraisal SEC Vote of Non-
Sec Act Additional Requisites/Matters BOD/BOT SH/Member Right Voting Shares
Approval
- Cannot be made during 3-year liquidation period
Extension of term 2/3 P P
37 - It includes temporary stoppage of operations
Shortening of term 2/3 P P
a. Certificate signed by majority of the BOD,
Increase or decrease of capital Chairman and Secretary;
2/3 P P
stock b. Treasurer’s affidavit certifying compliance with
38
the 25%-25% requirements
Incurring, creating or increasing
2/3 P P
bonded indebtedness
SLEMP of ALL or substantially SH approval NOT necessary if made in the regular 2/3
40 P P
all assets of the corporation course of business Except: N/A ß
Investment of funds in another SH approval NOT necessary if reasonably 2/3
42 P P
corp or business necessary to accomplish primary purpose Except: N/A ß
N/A
43 Declaration of dividends Except: 2/3 if
stock dividends
Note: Appraisal right is only available if the P
amendment has the effect of changing or restricting
Except:
16 Amendment of AoI the rights of any SH or class of shares, or of Majority 2/3 P P
No action
authorizing preferences in any respect superior to
w/in 6 mos.
those of outstanding shares of any class
Approval or amendment of the
77 2/3 P P P
plan of merger or consolidation
Plan of distribution of assets in
95 2/3
NSC
Dissolution where creditors are
118 2/3 P
NOT affected
Dissolution where creditors are
119 2/3 P P
affected
2/3 vote of SH necessary if:
a. SHs representing the same interest of both
Entering into management corporations own/control more than 1/3 of the total Majority
44
contracts OCS of the managing corporation; Except: 2/3 ß
b. Majority of the managing corporation’s BOD is
also majority of the managed corporation’s BOD
Amendment or repeal or Note: Adoption of first BL only needs the vote of
48 Majority P P
adoption of new BL majority of SH
 SH/Members Only BOD only
Vote SEC Vote of Submission to
Sec Act Non-Voting Sec Act Vote Required
Required Approval SEC
Fixing terms and conditions of
28 Removal of directors or trustees 6 preferred shares (if P
authorized in the AoI)
Fixing the price of treasury
32 Ratification of self-dealing contracts 9
shares if disposed again
Filling of vacancies
Ratification of the act of a disloyal If not by reason of removal or
34 29
director 2/3 expiration AND they still
constitute a quorum
Majority
Issuance of shares in good faith in
Determination of valuation of
exchange for property needed for
39 consideration for stocks other
corporate purposes or in payment of a
62 than cash
previously contracted debt.
Delegation to the BOD of the power to Fixing the issued price of no-
46
amend, repeal or adopt NEW by-laws par value shares
Election of directors
Ordering the sale of
24 Note: PRESENCE of majority is needed Cumulative 68
delinquent stock
for validity of election
Demand for a special meeting for
28 Other matters which require SEC approval
removing a director or trustee
Filling of vacancies 6 Grant of exclusive right to vote and be voted for (Founder’s shares)
a. Removal;
89 Voting by mail or other similar means by members of NSC
b. Expiration of term;
29
c. Increase in directors/trustees; When favorable recommendation/certificate from govt agency is necessary
d. Other causes if BOD does not Articles of incorporation or a. Banks, banking and QB institutions;
constitute a quorum 17
amendment thereto b. Building and loan associations;
30 Compensation of directors
Majority By-laws or amendment of by- c. Trust companies;
46 d. Insurance companies;
Revocation of the delegation of the laws
e. Public utilities
power to amend, repeal or adopt new
f. Educational institutions;
46 BL to the BOD 79 Merger or consolidation g. Other corpos governed by special laws
Right of FC to transact
Adoption of BL P P 123
business in the PH
Conferring the authority upon the
Change of corporate name or
62 BOD to fix the issued price of no-par 124
additional purposes of FC
value shares
 Matters which may be provided otherwise in the AoI or BL
Matter By-laws AOI If none
When to hold special meetings of BOD/BOT P Upon call of the President
Denial of pre-emptive right P SH shall enjoy pre-emptive right
Who shall preside at meetings P President
Limit, broadening or denial of the right of members of any class to vote P P One vote per member
Transferability of membership P P Non-transferable
Compensation of directors P No compensation except reasonable per diems
When to hold regular meetings of BOD/BOT P Monthly
Authority conferred upon BOD to fix issued price of no-par value shares P P Majority of SH/M may confer
Quorum in meetings P Majority of SH/M
Greater number of quorum of BOD/BOT P P Majority
Rate of interest on unpaid subscriptions P Legal rate
Place of meetings of members of NON-STOCK corporations P City/municipality where principal office is located or if practicable, in the PO
Issuance of redeemable shares P Cannot be issued
No. of shares of stock standing at the time fixed is the basis of voting P At the time of election
Manner of voting for trustees P P As many votes as there are trustees to be elected but not more than 1 vote for 1 candidate
When to hold special meetings P Anytime necessary
When to hold regular meetings of SH/M P Any date in April of every year as determined by the board of directors or trustees
Election of officers by members in NSC P P Allowed; unless otherwise provided
Voting by proxy P P Allowed unless BL/AOI provide otherwise
Voting by mail P Allowed if provided + SEC approval
Equality/non-equality of shares P All shares are equal
Effect of termination P P All rights of a member in the corporation or in its property are extinguished
Term of trustees P P 5 years
Notice of regular meetings P 2 weeks prior to the meeting
Number of trustees P P 15 maximum
Notice of special meetings P 1-week written notice
Matters provided in the AoI or BL
Other officers aside from president, secretary and treasurer P
Qualifications and duties of DTO P
Executive committee P
Penalties for violations of BL P
Issuance of stock cert P
Entries which must be kept in the stock/transfer book P
Termination of membership P P
Par/no par value P
Preferences of shares P
Authority of BOD to fix terms and conditions of preferred shares P
Number of directors fixed P
Self-Dealing Contracts/Contracts with Interlocking Directors

Contract General Rule Requisites for Validity Effect of Absence of Requisites

a. Vote not necessary for quorum; If (a) OR (b) is absent:
b. Vote not necessary for approval; a. The contract may be ratified by 2/3 vote of SH/members;
Self-Dealing Voidable
c. Fair and reasonable under the circumstances; b. Full disclosure of the adverse interest must be disclosed;
d. Authorization by BOD (if officer) c. Fair and reasonable under the circumstances
a. Fair and reasonable under the circumstances; If (c) is absent:
b. No fraud; The requisites for validity of self-dealing contracts shall be
Interlocking Valid
c. The interest of the director in the corporations must either be applicable.
both substantial or both nominal Note: >20% interest is substantial

Filling of Vacancies

Cause of Vacancy How Filled Right to Sue of Foreign Corporations

a. Removal;
b. Expiration of term; License Doing Business Effect on Right to Sue
c. Increase in directors/trustees; Majority of SH Ï
Ï P
d. Other causes if BOD does not Except: Estoppel
constitute a quorum Ï Ï P
a. Other than (a) to (c), if BOD still P P P
Majority of remaining BOD
constitutes a quorum
 REHABILITATION
Court Supervised Pre-Negotiated Out-of-Court
Voluntary Involuntary
Any creditor or group of
creditors with a claim of, or the
aggregate of whose claims is An insolvent debtor, by itself or
Who May whichever is higher between: jointly with any of its creditors
File a. At least P1M; or
b. At least 25% of the
a. Owner – sole
subscribed CS or partners'
proprietorship;
contributions
b. Majority of the partners
a. Creditors representing at least 67%
– partnership; Creditors holding at least 2/3 of the
of the secured obligations of the
c. Majority of BOD and total liabilities of the debtor
debtor;
2/3 of SH/M – including:
b. Creditors representing at least 75%
corporation a. Secured creditors holding more
of the unsecured obligations of the
Approval than 50% of the total secured claims
debtor; and
of the debtor; and
c. Creditors holding at least 85% of
b. Unsecured creditors holding more
the total liabilities, secured and
than 50% of the total unsecured
unsecured, of the debtor;
claims of the debtor.
d. Debtor
LIQUIDATION
JURIDICAL INDIVIDUAL
Voluntary Involuntary Suspension of Payments Voluntary Involuntary
3 or more creditors the
aggregate of whose claims is An individual debtor who, An individual debtor:
whichever is higher possessing sufficient property a. Whose properties are not Any creditor or group of
Who May between: to cover all his debts but sufficient to cover his creditors with a claim of, or
Insolvent debtor
File a. At least P1M; or foreseeing the impossibility liabilities; AND with claims aggregating at
b. At least 25% of the of meeting them when they b. Owing debts exceeding least P500k
subscribed CS or partners' respectively fall due P500k
contributions
 Pleading Summary Small Claims HD/Amparo Environment Writ of Kalikasan
Motion to Dismiss Ï Ï
Except: Lack of juris
Motion to Quash
over the subj matter
Bill of Particulars Ï
Ï Ï
Motion for Recon Interlocutory orders
Motion for New Trial Ï Ï
Petition for Relief Ï Except:
a. Highly meritorious cases; or
Postponement b. To prevent a manifest Ï
miscarriage of justice.
Motion for Reopening Ï
Ï
Extension Ï Ï
Except: To file answer
Memorandum Ï
Ï
R65
If against interlocutory orders
Motion to Declare
Ï
Defendant in Default
Dilatory Motions for
Ï
Postponement
Reply Ï
Rejoinder Ï Ï
Third Party Complaint Ï
Intervention Ï
Counterclaim Ï Ï
Cross-Claim Ï Ï
 Habeas Corpus
Except as otherwise expressly provided by
law, the writ of habeas corpus shall extend to
all cases of illegal confinement or detention
Petition; in
by which any person is deprived of his
general
liberty, or by which the rightful custody of
any person is withheld from the person
entitled thereto.
Respondent Any person
1) The party for whose relief it is intended;
Who may file
2) Some person on his behalf.
Amparo Habeas Data
The writ of habeas data is a remedy available
to any person whose right to privacy in life,
The petition for a writ of amparo is a remedy
liberty or security is violated or threatened by
available to any person whose right to life,
an unlawful act or omission of a public
liberty and security is violated or threatened
official or employee, or of a private
with violation by an unlawful act or omission
individual or entity engaged in the gathering,
of a public official or employee, or of a
collecting or storing of data or information
private individual or entity.
regarding the person, family, home and
correspondence of the aggrieved party.
1) Public official;
2) Public employee;
Engaged in the gathering, collecting or
3) Private individual; or storing of data or information regarding the
4) Private entity. person, family, home and correspondence of
the aggrieved party.
1) Any aggrieved party; In any case
1) The aggrieved party; or
2) Any qualified person or entity in the
following order:
a) Any member of the immediate family,
namely: the spouse, children and parents of
the aggrieved party; 2) Any member of the
b) Any ascendant, descendant or collateral immediate family of the
aggrieved party, namely:
relative of the aggrieved party within the
the spouse, children and
fourth civil degree of consanguinity or
affinity, in default of those mentioned in the parents; or
In cases of
preceding paragraph; or 3) Any ascendant,
extralegal
c)Any concerned citizen, organization, descendant or collateral
killings and
association or institution, if there is no relative of the aggrieved
enforced
known member of the immediate family or party within the fourth
disappearances
relative of the aggrieved party. civil degree of
.
consanguinity or affinity,
in default of those
mentioned in the
preceding paragraph.
 Habeas Corpus Amparo Habeas Data
1) RTC where the
petitioner or respondent
resides; or
At the option of
2) RTC which has
1) RTC of the place where the threat, act or the petitioner.
jurisdiction over the place
omission was committed or any of its
where the data or
elements occurred;
information is gathered,
Where to file 2) Sandiganbayan;
collected or stored.
3) Court of Appeals;
When the
4) Supreme Court; or
action concerns
5) Any justice of such courts. 3) Supreme Court;
public data
4) Court of Appeals; or
files of
5) Sandiganbayan.
government
offices.
RTC or a judge Only within the judicial
Where thereof district.
Anywhere in the Philippines
enforceable Anywhere in the
SC or CA
Philippines
Ï Indigent
Docket fees P Ï
P Other cases
1) The personal circumstances of the
1) The personal circumstances of the
1) That the person in whose behalf the petitioner;
petitioner and the respondent;
application is made is imprisoned or 2) The name and personal circumstances of
2) The manner the right to privacy is violated
restrained on his liberty; the respondent responsible for the threat, act
or threatened and how it affects the right to
2) The officer or name of the person by or omission, or, if the name is unknown or
life, liberty or security of the aggrieved
whom he is so imprisoned or restrained; or, uncertain, the respondent may be described
party;
if both are unknown or uncertain, such by an assumed appellation;
3) The actions and recourses taken by the
officer or person may be described by an 3) The right to life, liberty and security of the
petitioner to secure the data or information;
assumed appellation, and the person who is aggrieved party violated or threatened with
4) The location of the files, registers or
Contents of the served with the writ shall be deemed the violation by an unlawful act or omission of
databases, the government office, and the
petition person intended; the respondent, and how such threat or
person in charge, in possession or in control
3) The place where he is so imprisoned or violation is committed with the attendant
of the data or information, if known;
restrained, if known; circumstances detailed in supporting
5) The reliefs prayed for, which may include
4) A copy of the commitment or cause of affidavits;
the updating, rectification, suppression or
detention of such person, if it can be 4) The investigation conducted, if any,
destruction of the database or information or
procured without impairing the efficiency of specifying the names, personal
files kept by the respondent.
the remedy; or, if the imprisonment or circumstances, and addresses of the
In case of threats, the relief may include a
restraint is without any legal authority, such investigating authority or individuals, as well
prayer for an order enjoining the act
fact shall appear. as the manner and conduct of the
complained of; and
investigation, together with any report;
 Habeas Corpus Amparo Habeas Data
5) The actions and recourses taken by the 6) Such other relevant reliefs as are just and
petitioner to determine the fate or equitable.
whereabouts of the aggrieved party and the
identity of the person responsible for the
threat, act or omission; and
6) The relief prayed for;
7) May include a general prayer for other just
and equitable reliefs.
Not later than 7 days from the issuance of the Not later than 10 working days from the date
Date of hearing At the time and place specified in the writ
writ of issuance of the writ
When to file Within 5 working days from the service of Within 5 working days from the service of
return the writ. the writ.
Ground for
Highly meritorious ground Justifiable reasons
Extension
1) The lawful defenses to show that the
respondent did not violate or threaten with
1) Whether he has or has not the party in his violation the right to life, liberty and security
1) The lawful defenses such as national
custody or power, or under restraint; of the aggrieved party, through any act or
security, state secrets, privileged
2) If he has the party in his custody or power, omission;
communications, confidentiality of the
or under restraint, the authority and the true 2) The steps or actions taken by the
source of information of media and others;
and whole cause thereof, set forth at large, respondent to determine the fate or
2) In case of respondent in charge, in
with a copy of the writ, order execution, or whereabouts of the aggrieved party and the
possession or in control of the data or
other process, if any, upon which the party is person or persons responsible for the threat,
information subject of the petition;
held; act or omission;
a) a disclosure of the data or information
3) If the party is in his custody or power or is 3) All relevant information in the possession
about the petitioner, the nature of such
Contents of the restrained by him, and is not produced, of the respondent pertaining to the threat, act
data or information, and the purpose for
return particularly the nature and gravity of the or omission against the aggrieved party; and
its collection;
sickness or infirmity of such party by reason
b) the steps or actions taken by the
of which he cannot, without danger, be 4) If the respondent is a public official or
respondent to ensure the security and
bought before the court or judge; employee, the return shall further state the
confidentiality of the data or information;
4) If he has had the party in his custody or actions that have been or will still be taken:
and,
power, or under restraint, and has transferred a) to verify the identity of the aggrieved
c) the currency and accuracy of the data
such custody or restraint to another, party;
or information held; and
particularly to whom, at what time, for what b) to recover and preserve evidence
3) Other allegations relevant to the resolution
cause, and by what authority such transfer related to the death or disappearance of
of the proceeding.
was made. the person identified in the petition which
may aid in the prosecution of the person
or persons responsible;
 Habeas Corpus Amparo Habeas Data
c) to identify witnesses and obtain
statements from them concerning the
death or disappearance;
d) to determine the cause, manner,
location and time of death or
disappearance as well as any pattern or
practice that may have brought about the
death or disappearance;
e) to identify and apprehend the person or
persons involved in the death or
disappearance; and
f) to bring the suspected offenders before
a competent court.
5) Other matters relevant to the investigation,
its resolution and the prosecution of the case
General denial P Ï Ï
Judgment Within 10 days from the time the petition is submitted for decision.
Quantum of Proof Clear and convincing evidence Substantial evidence
Refuses to issue the writ
Refuses to issue the writ
Clerk of court after allowance thereof Clerk of court
after its allowance.
and demand therefor
1) Neglects or refuses to
obey or make return of the
same according to the
command thereof; or
2) Makes a false return
Contemptuous
thereof; or
Acts A person to
3) Upon demand made by Deputized
whom a writ is Refuses to serve the writ.
or on behalf of the person
directed
prisoner, refuses to deliver
to the person demanding,
within 6 hours after the
demand therefor, a true
copy of the warrant or
order of commitment.
 Habeas Corpus Amparo Habeas Data
1) Knowingly recommits
or imprisons for the same 1) Refuses to make a
offense, or pretended Respondent return; or
offense, any person so set 2) Makes a false return
at liberty; or
2) Causes to be committed
Any person Same with Amparo
or imprisoned, for the
same offense, or Disobeys or resists a
pretended offense, any Any person lawful process or order of
person so set at liberty; or the court
3) Knowingly aids or
assists therein.
48 hours from the notice of judgment 5 working days from the date of notice of the 5 working days from the date of notice of the
Period of Appeal
appealed from adverse judgment judgment or final order