Section 76 – Stockholder’s or Member’s Approval

Notice of such meetings:

 In the same manner as giving notice of the regular or special meetings under
Section 49 of the Corporation Code.

-The written notice of regular meetings should be sent to all

stockholders/members of record at least 21 days before the date of the meeting
unless stated otherwise.

-For special meetings, at least 1 week prior to the scheduled meeting, unless
otherwise provided by the by-laws.

Pwede nila isend yung notice thru email and any other way na approve ng
government.

 State the purpose of the meeting (Approval of Plan)

 Include a copy or a summary of the plan for merger or consolidation.

The affirmative vote of the stockholders should represent:

at least two-thirds (2/3) of the outstanding capital stock of each corporation in the case
of stock corporations or
at least two-thirds (2/3) of the members in the case of nonstock corporations.

Note: Any dissenting stockholder in stock corporations may exercise his appraisal right.
A stockholder can demand payment of the fair value of his or her shares in the
corporation. The corporation will buy your shares based on their value, or fair value.
If after the approval by the stockholders of such plan, the BOD decides to abandon the
plan, the appraisal right shall be extinguished.
Any amendment to the plan may be made, provided such amendment is approved by
 a majority vote of the BOD/T of all constituent corporations and
 ratified by the affirmative vote of the stockholders representing at least 2/3
of the outstanding capital stock or members:
Such plan, together with any amendment, shall be considered as the agreement of
merger or consolidation.
Section 78: Articles of merger or consolidation

Requirements:
 After approval by the stockholders or members, articles of merger or
consolidation shall be executed by each of the constituent corporations.
 To be signed by the president or vice president and certified by the
secretary or assistant secretary of each.

Contents of the articles of merger or consolidation:

A. Plan of merger or the plan of consolidation.
B. As to stock corporations, the number of shares outstanding, or
if non-stock, the number of members.
C. As to each corporation, the number of shares or members voting for and against
such plan, respectively.
D. The carrying amounts and fair values of the assets and liabilities of the respective
companies as of the agreed cut-off date;
E. Methods to be used in the merger or consolidation of accounts of the companies.
F. The provisional or pro-forma values, as merged or consolidated, using the accounting
method; and
G. Other information as may be prescribed by the SEC.