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    Revised Corporation Code (RA No. 11232) - Title V - Bylaws

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    shella vien
    This document outlines the process for adopting and amending bylaws for corporations according to the Revised Corporation Code of the Philippines. It specifies that bylaws require majority approval from stockholders or members and must be filed with the appropriate regulatory agency. Bylaws can cover topics like meetings, voting, officers, and penalties and take effect once certified to be in accordance with law.

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    Revised Corporation Code (RA No. 11232) - Title V - Bylaws

    Uploaded by

    shella vien
    125 views3 pages
    This document outlines the process for adopting and amending bylaws for corporations according to the Revised Corporation Code of the Philippines. It specifies that bylaws require majority approval from stockholders or members and must be filed with the appropriate regulatory agency. Bylaws can cover topics like meetings, voting, officers, and penalties and take effect once certified to be in accordance with law.

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    This document outlines the process for adopting and amending bylaws for corporations according to the Revised Corporation Code of the Philippines. It specifies that bylaws require majority approval from stockholders or members and must be filed with the appropriate regulatory agency. Bylaws can cover topics like meetings, voting, officers, and penalties and take effect once certified to be in accordance with law.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    125 views3 pages

    Revised Corporation Code (RA No. 11232) - Title V - Bylaws

    Uploaded by

    shella vien
    This document outlines the process for adopting and amending bylaws for corporations according to the Revised Corporation Code of the Philippines. It specifies that bylaws require majority approval from stockholders or members and must be filed with the appropriate regulatory agency. Bylaws can cover topics like meetings, voting, officers, and penalties and take effect once certified to be in accordance with law.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    of 3

    Revised Corporation Code (RA No.

    11232)
    – Title V – Bylaws
    TITLE V – BYLAWS

    Section 45. Adoption of Bylaws. – For the adoption of bylaws by the corporation,
    the affirmative vote of the stockholders representing at least a majority of the
    outstanding capital stock, or at least a majority of the members in case of nonstock
    corporations, shall be necessary. The bylaws shall be signed by the stockholders or
    members voting for them and shall be kept in the principal office of the corporation,
    subject to the inspection of the stockholders or members during office hours. A copy
    thereof, duly certified by a majority of the directors or trustees and countersigned
    by the secretary of the corporation shall be filed with the Commission and attached
    to the original articles of incorporation.

    Notwithstanding the provisions of the preceding paragraph, bylaws may be adopted


    and filed prior to incorporation; in such case, by laws shall be approved and signed
    by all incorporators and submitted to the Commission, together with the articles of
    incorporation.

    In all cases, bylaws shall be effective only upon the issuance of the Commission of a
    certification that the by laws are in accordance with this Code.

    The Commission shall not accept for filing the bylaws or any amendment thereto of
    any bank, banking institution, building and loan association, trust company,
    insurance company, public utility, educational institution, or other special
    corporations governed by special laws, unless accompanied by a certificate of the
    appropriate government agency to the effect that such bylaws or amendments are in
    accordance with law.

    Section 46. Contents of Bylaws. – A private corporation may provide the following
    in its bylaws:

    (a) The time, place and manner of calling and conducting regular or special
    meetings of the directors and trustees;
    (b) The time and manner of calling and conducting regular or special
    meetings and mode of notifying stockholders or members thereof;
    (c) The required quorum in meetings of stockholders or members and the
    manner of voting therein;
    (d) The modes by which a stockholder, member, director, or trustee may
    attend meetings and cast their votes;
    (e) The form of proxies of stockholders and members and the manner of
    voting them;
    (f) The director’s or trustees’ qualifications, duties and responsibilities, the
    guidelines for setting the compensation of directors and trustees and
    officers, and the maximum number of other board representations that the
    independent director or trustee may have which shall, in no case, be more
    than the number prescribed by the Commission;
    (g) The time for holding the annual election of directors or trustees and the
    mode or manner of giving notice thereof;
    (h) The manner of election or appointment and the term of office of all
    officers other than the directors or trustees;
    (i) The penalties for violation of the bylaws;
    (j) In case of stock corporations, the manner of issuing stock certificates;
    and,
    (k) Such other matters as may be necessary for the proper or convenient
    transaction of its corporate affairs for the promotion of good governance
    and anti-graft and corruption measures.

    An arbitration agreement may be provided in the bylaws pursuant to Section 181 of


    this Code.

    Section 47. Amendment to Bylaws. – A majority of the board of directors or


    trustees, and the owners of at least a majority of the outstanding capital stock, or at
    least a majority of the members of a nonstock corporation, at a regular or special
    meeting duly called for the purpose, may amend or repeal the bylaws or adopt a
    new bylaws. The owners of two-thirds (2/3) of the outstanding capital stock or two-
    thirds (2/3) of the members in a nonstock corporation may delegate to the board of
    directors or trustees the power to amend or repeal the bylaws or adopt new bylaws:
    Provided, That any power delegated to the board of directors or trustees to amend
    or repeal the bylaws or adopt new bylaws shall be considered revoked whenever
    stockholders owning or representing a majority of the outstanding capital stock or
    majority of the members shall so vote at a regular or special meeting.

    Whenever the bylaws are amended or new bylaws are adopted, the corporation shall
    file with the Commission such amended or new bylaws and, if applicable, the
    stockholders’ or member’s resolution authorizing the declaration of the power to
    amend and/or adopt new bylaws, duly certified under oath by the corporate
    secretary and a majority of the directors or trustees.

    The amendment or new bylaws shall only be effective upon the issuance of the
    Commission of a certification that the same is in accordance with this Code and
    other relevant laws.

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