Article 25p. 25

COMMERCIAL LAWS NEGOTIABLE INSTRUMENTS, CORPORATION, INSURANCE, TRANSPORTATION, BANKING

by its articles of incorporation and except such as are

necessary or incidental to the exercise of the powers so

conferred. (n)

TITLE V Bylaws

SECTION

46.

Adoption

of

bylaws .

—

Every

corporation formed under this Code must, within one (1)

month after receipt of official notice of the issuance of its

certificate

of

incorporation

by

the

Securities

and

Exchange Commission, adopt a code of bylaws for its

government not inconsistent with this Code. 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 of at least a majority of

the members, in the case of non-stock 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; and a copy thereof, duly certified to by a

majority of the directors or trustees and countersigned by

the secretary of the corporation, shall be filed with the

Securities and Exchange Commission which shall be

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,

such

bylaws

shall

be

approved

and

signed

by

all

the

incorporators

and

submitted to the Securities and Exchange Commission,

together with the articles of incorporation.

In all cases, bylaws shall be effective only upon the

issuance by the Securities and Exchange Commission of a

certification that the bylaws are not inconsistent with this

Code.

The Securities and Exchange 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. (20a)

SECTION 47. Contents of bylaws . — Subject to the

provisions of the Constitution, this Code, other special

laws,

and

the

articles

of

incorporation,

a

private

corporation may provide in its bylaws for:

1.

The

time,

place

and

manner

of

calling

and

conducting regular or special meetings of the directors or

trustees;

2. The time and manner of calling and conducting

regular

or

special

meetings

of

the

stockholders

or

members;

3. The required quorum in meetings of stockholders

or members and the manner of voting therein;

4. The form for proxies of stockholders and members

and the manner of voting them;

5. The qualifications, 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 officers other than directors or

trustees;

8. The penalties for violation of the bylaws;

9. In the case of stock corporations, the manner of

issuing stock certificates; and

10. Such other matters as may be necessary for the

proper or convenient transaction of its corporate business

and affairs. (21a)

SECTION 48. Amendments to bylaws . — The board

of directors or trustees, by a majority vote thereof, and the

owners of at least a majority of the outstanding capital

stock, or at least a majority of the members of a non-stock

corporation, at a regular or special meeting duly called for

the purpose, may amend or repeal any bylaws or adopt

new

bylaws.

The

owners

of

two-thirds

(2/3)

of the

outstanding

capital

stock

or

two-thirds

(2/3) of the

members in a non-stock corporation may delegate to the

board of directors or trustees the power to amend or

repeal any bylaws or adopt new bylaws: Provided , That

any power delegated to the board of directors or trustees

to amend or repeal any bylaws or adopt new bylaws shall

be considered as revoked whenever stockholders owning

or representing a majority of the outstanding capital

stock

or

a

majority

of

the

members

in

non-stock

corporations, shall so vote at a regular or special meeting.

Whenever any amendment or new bylaws is adopted,

such amendment or new bylaws shall be attached to the

original bylaws in the office of the corporation, and a copy

thereof,

duly

certified

under

oath by the corporate

secretary and a majority of the directors or trustees, shall

be filed with the Securities and Exchange Commission,

the same to be attached to the original articles of

incorporation and original bylaws.

The amended or new bylaws shall only be effective

upon

the

issuance

by the Securities and Exchange

Commission of a certification that the same are not

inconsistent with this Code. (22a and 23a)

TITLE VI Meetings

SECTION 49. Kinds of Meetings . — Meetings of

directors, trustees, stockholders, or members may be

regular or special. (n)

SECTION

50.

Regular

and

Special

Meetings of

Stockholders

or

Members .

—

Regular

meetings

of

stockholders or members shall be held annually on a date

fixed in the bylaws, or if not so fixed, on any date in April

of every year as determined by the board of directors or

trustees:

Provided ,

That

written

notice

of

regular

meetings shall be sent to all stockholders or members of

record at least two (2) weeks prior to the meeting, unless

a different period is required by the bylaws.

Special meetings of stockholders or members shall

be held at any time deemed necessary or as provided in

the bylaws: Provided , however , That at least one (1) week

written

notice

shall

be

sent

to

all

stockholders

or

members, unless otherwise provided in the bylaws.

Notice of any meeting may be waived, expressly or

impliedly, by any stockholder or member.

Whenever,

for

any

cause,

there

is

no

person

authorized to call a meeting, the Securities and Exchange

Commission, upon petition of a stockholder or member,

and on the showing of good cause therefor, may issue an

order to the petitioning stockholder or member directing

him to call a meeting of the corporation by giving proper

notice required by this Code or by the bylaws. The

petitioning stockholder or member shall preside thereat

until at least a majority of the stockholders or members

present have chosen one of their number as presiding

officer. (24, 26)

SECTION

51.

Place

and

Time

of

Meetings

of

Stockholders or Members . — 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, and if practicable in the principal

office of the corporation: Provided , That Metro Manila

shall, for the purposes of this section, be considered a city

or municipality.

Notice of meetings shall be in writing, and the time

and place thereof stated therein.

All proceedings had and any business transacted at

any meeting of the stockholders or members, if within

the powers or authority of the corporation, shall be valid

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