This document outlines the key aspects of by-laws for corporations according to Philippine law. It defines by-laws as rules adopted by a corporation for its internal regulation and governance. By-laws prescribe the rights and duties of shareholders and members and regulate corporate affairs and business transactions. They must be adopted within one month of incorporation and failing to do so can result in registration revocation. By-laws must not contradict laws or public policy and must be generally applicable. They can be amended by majority vote of the board and shareholders or by delegating power to the board. Meetings must be properly called to bind the corporation.
This document outlines the key aspects of by-laws for corporations according to Philippine law. It defines by-laws as rules adopted by a corporation for its internal regulation and governance. By-laws prescribe the rights and duties of shareholders and members and regulate corporate affairs and business transactions. They must be adopted within one month of incorporation and failing to do so can result in registration revocation. By-laws must not contradict laws or public policy and must be generally applicable. They can be amended by majority vote of the board and shareholders or by delegating power to the board. Meetings must be properly called to bind the corporation.
This document outlines the key aspects of by-laws for corporations according to Philippine law. It defines by-laws as rules adopted by a corporation for its internal regulation and governance. By-laws prescribe the rights and duties of shareholders and members and regulate corporate affairs and business transactions. They must be adopted within one month of incorporation and failing to do so can result in registration revocation. By-laws must not contradict laws or public policy and must be generally applicable. They can be amended by majority vote of the board and shareholders or by delegating power to the board. Meetings must be properly called to bind the corporation.
This document outlines the key aspects of by-laws for corporations according to Philippine law. It defines by-laws as rules adopted by a corporation for its internal regulation and governance. By-laws prescribe the rights and duties of shareholders and members and regulate corporate affairs and business transactions. They must be adopted within one month of incorporation and failing to do so can result in registration revocation. By-laws must not contradict laws or public policy and must be generally applicable. They can be amended by majority vote of the board and shareholders or by delegating power to the board. Meetings must be properly called to bind the corporation.
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TITLE V
BY-LAWS SEC. 46 ADOPTION OF BY- LAWS Meaning of By-Laws • May be define as rules of action adopted by corporation for its internal regulations and for the government of its officers and its stockholders or members. FUNCTION OF BY- LAWS • To prescribe the right and duties of stockholders or members towards the corporation and among themselves with reference to management of corporate affairs and to regulate the transaction of business of the corporation in a particular way. TIME AND PROCEDURE FOR THE ADOPTION OF BY-LAWS • By-Laws shall be adopted “within one month” after the receipt of official notice of issuance of COI by Securities and Exchange Commission. • Failure to file the code of by-laws within one (1) month from the date of its incorporation with SEC shall render the corporation liable to revocation of registration. VALIDITY OF BY-LAWS • They must no contrary to existing law and inconsistent with Code.
• They must not be contrary to morals
and public policy.
• They must not impair obligation of
contract. • They must be general and uniform in their operation and not directed against particular individuals.
• They must be consistent with the
articles of incorporation
• They must be reasonable
OPERATION AND BINDING EFFECT OF BY-LAWS • Corporation and its directors (or trustees) and officers are bound by and must comply with them.
• Subordinate employees without
actual knowledge of the by-laws are not bound. SEC. 47 CONTENTS OF BY-LAWS (1) The time, place and manner of calling and conducting regular and special meetings of Directors or Trustees.
(2) The time and manner of calling and
conducting regular and special meetings of stockholders or members.
(3)The required quorum in meeting of
stockholders or members and the manner of voting therein (4) The form of proxies of stockholders and members and the manner of voting them.
(5) The qualification, duties and
compensation of directors or trustees, officers and employees.
(6) The time for holding the annual election
of directors or trustees and the mode or manner of giving notice thereof (7) The manner of election or appointment and the term of office of all offices other than directors or trustees
(8) The penalties for violation of the bylaws.
(9) In the case of stick corporations, the
manner of issuing stock certificates.
(10) Such other matter as may be necessary
for the proper or convenient SEC. 48. AMENDMENTS TO BY-LAWS • Sec. 48 provides that the by-laws may be amended in two-ways.
(1) The first is by a majority vote of the
board of directors or trustees and at least a majority of the outstanding capital stock or members of non-stock corporation. (2) The second is by delegating this power to the board of directors or trustees by the vote of 2/3 of outstanding capital stock or of members in a non-stock corporation. TITLE VI
MEETINGS NECESSITY OF MEETINGS. • A majority of the stockholders or members can bind the corporation only at a meeting regularly held and conducted. To constitute a legal meeting, so as to render the acts and vote of the majority binding the meeting must be regularly called by one having authority. In the absence of provision to the contrary such authority exists in the directors or managing agents.
