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    Consortium Recovery and Support Corporation: By-Laws OF

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    Kristoffer Lee Dance
    The by-laws establish rules for meetings of directors and stockholders. Directors' meetings will be held monthly unless otherwise specified, while stockholders' annual general meeting will be held every May 3. The by-laws also specify qualifications for directors and officers, and fiscal year as January 1 to December 31. Matters not covered are governed by the Revised Corporation Code of the Philippines.

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    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd

    Consortium Recovery and Support Corporation: By-Laws OF

    Uploaded by

    Kristoffer Lee Dance
    42 views4 pages
    The by-laws establish rules for meetings of directors and stockholders. Directors' meetings will be held monthly unless otherwise specified, while stockholders' annual general meeting will be held every May 3. The by-laws also specify qualifications for directors and officers, and fiscal year as January 1 to December 31. Matters not covered are governed by the Revised Corporation Code of the Philippines.

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    By Laws

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    The by-laws establish rules for meetings of directors and stockholders. Directors' meetings will be held monthly unless otherwise specified, while stockholders' annual general meeting will be held every May 3. The by-laws also specify qualifications for directors and officers, and fiscal year as January 1 to December 31. Matters not covered are governed by the Revised Corporation Code of the Philippines.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    42 views4 pages

    Consortium Recovery and Support Corporation: By-Laws OF

    Uploaded by

    Kristoffer Lee Dance
    The by-laws establish rules for meetings of directors and stockholders. Directors' meetings will be held monthly unless otherwise specified, while stockholders' annual general meeting will be held every May 3. The by-laws also specify qualifications for directors and officers, and fiscal year as January 1 to December 31. Matters not covered are governed by the Revised Corporation Code of the Philippines.

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    © All Rights Reserved
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    of 4

    BY-LAWS

    OF
    CONSORTIUM RECOVERY and SUPPORT
    CORPORATION

    I. THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING REGULAR


    OR SPECIAL MEETINGS OF THE DIRECTORS OR TRUSTEES.

    a) Regular meetings of the board of directors or trustees or trustees of the


    corporation shall be held monthly unless the by-laws provide otherwise.

    b) Special meetings of the board of directors or trustees may be held at any time
    upon the call of the president or as provided in the by-laws.

    c) Meetings of directors or trustees of corporations may be held anywhere in or


    outside of the Philippines, unless the by-laws provide otherwise. Notice of
    regular or special meetings stating the date, time and place of the meeting must
    be sent to every director or trustee at least two (2) days prior to the scheduled
    meeting, unless a longer time is provided in the by-laws. A director or trustee
    may waive this requirement, either expressly or impliedly.

    d) Directors or trustees who cannot physically attend or vote at board meetings


    can participate and vote through remote communication such as
    videoconferencing, teleconferencing, or other alternative modes of
    communication that allow them reasonable opportunities to participate.
    Directors or trustees cannot attend or vote by proxy at board meetings.

    II. THE TIME AND MANNER OF CALLING AND CONDUCTING REGULAR OR


    SPECIAL MEETINGS OF THE STOCKHOLDERS OR MEMBERS.

    a) Regular or annual meetings of stockholders or members shall be held annually


    on May 3.

    b) Written notice of regular meetings shall be sent to all stockholders of record


    or members at least twenty-one (21) days prior to the meeting, unless a different
    period is required in the by-laws, law, or regulation: Provided, further, That
    written notice of regular meetings may be sent to all stockholders of record or
    members through electronic mail or such other manner as the Commission shall
    allow under its guidelines.

    c) Special meetings of Stockholders or members shall be held at any time


    deemed necessary or as provided in the by-laws: Provided, however, That at
    least one (1) week written notice shall be sent to all Stockholders or members,
    unless a different period is provided in the by-laws, law or regulation.

    d) Written notice of special meetings shall be sent to all stockholders or

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    members at least one week prior to the meeting.

    e) Stockholders or members' meetings, whether regular or special, shall be held


    in the city or municipality where the principal office of the corporation is
    located, Provided, That any city or municipality in Metro Manila, Metro Cebu,
    Metro Davao, and other Metropolitan areas shall, for purposes of this section, be
    considered a city or municipality.

    III. THE REQUIRED QUORUM IN MEETINGS OF STOCKHOLDERS OR MEMBERS

    The required quorum in meetings of Stockholders or members shall consist of


    the stockholder/s representing a majority of the outstanding capital stock or a
    majority of the members in the case of non-stock corporations.

    IV. THE FORM FOR PROXIES OF STOCKHOLDERS OR MEMBERS AND THE


    MANNER OF VOTING THEM

    Stockholders or members may vote in person or by proxy in all meetings of


    Stockholders or members. Proxies shall be in writing, signed and filed, by the
    stockholder or member, in any form authorized in the by-laws and received by
    the corporate secretary within a reasonable time before the scheduled meeting.
    Unless otherwise provided in the proxy form, it shall be valid only for the
    meeting for which it is intended. No proxy shall be valid and effective for a
    period longer than five (5) years at any one time.

    V. THE QUALIFICATIONS, DUTIES, TERM AND COMPENSATION OF DIRECTORS


    OR TRUSTEES

    a) A person shall be disqualified from being a director, trustee or officer of any


    corporation if, within five (5) years prior to the election or appointment as such,
    the person was:

    (a) Convicted by final judgment:

    (1) Of an offense punishable by imprisonment for a period exceeding six (6)


    years;

    (2) For violating this Code; and

    (3) For violating Republic Act No. 8799, otherwise known as “The Securities
    Regulation Code”;

    (b) Found administratively liable for any offense involving fraudulent acts; and

    (c) By a foreign court or equivalent foreign regulatory authority for acts,


    violations or misconduct similar to those enumerated in paragraphs (a) and (b)
    above.

    Directors shall be elected for a term of one (1) year from among the holders of

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    stocks registered in the corporation’s books, while trustees shall be elected for a
    term not exceeding three (3) years from among the members of the corporation.
    Each director and trustee shall hold office until the successor is elected and
    qualified. A director who ceases to own at least one (1) share of stock or a
    trustee who ceases to be a member of the corporation shall cease to be such.

    b) The corporate powers of the corporation shall be exercised, all business


    conducted and all property of the corporation be controlled and held by the
    board of directors or trustees to be elected from among the holders of stocks,
    who shall hold office for one (1) year and until their successors are elected and
    qualified.

    c) The directors or trustees shall not receive any compensation, as such


    directors or trustees, except for reasonable per diems. Any compensation may be
    granted to directors or trustees by the vote of the stockholders representing at
    least a majority of the outstanding capital stock or by majority of the members at
    a regular or special meeting, In no case shall the total yearly compensation of
    directors, as such directors, exceed ten (10%) percent of the net income before
    income tax of the corporation during the preceding year.

    VI. THE MANNER OF ELECTION OR APPOINTMENT, QUALIFICATION AND THE


    TERM OF OFFICE OF ALL OFFICERS OTHER THAN DIRECTORS OR TRUSTEES

    Immediately after their election, the directors or trustees of a corporation must


    formally organize by the election of a PRESIDENT, who shall be a director or
    member, a TREASURER who must be a resident, a SECRETARY who shall be a
    citizen and resident of the Philippines, and such other officers as may be
    provided in the by-laws. Two (2) or more positions may be held concurrently by
    the same officer, however no one shall act as PRESIDENT and SECRETARY or as
    PRESIDENT and TREASURER at the same time. The officers of the corporation
    shall hold office for one (1) year and until the successors are elected and
    qualified. The officers shall manage the corporation and perform such duties as
    may be provided in the bylaws and/or as resolved by the board of directors or
    trustees.

    VII. FISCAL YEAR

    The fiscal year of the corporation shall begin on January 1 and shall end
    December 31 of each year.

    VIII. SEAL

    The corporate seal shall be determined by the Board of directors or trustees.

    IX. MISCELLANEOUS PROVISIONS:

    Matters not covered by the provisions of these by-laws shall be governed by the
    provisions of the Revised Corporation Code of the Philippines.

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    IN WITNESS WHEREOF, we, the undersigned incorporators present at said
    meeting and voting thereat in favor of the adoption of said by-laws, have hereunto
    subscribed our names this ____________ day of _______________________at
    __________________________________.

    Name TIN/Passport Signature

    BORLIVE BRIONES 559364568

    ACE BRIONES 559364566

    JACQUELINE CAPULI 941-778-471-000

    CATHERINE FLORENDO 939-873-178-000

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