Article 30p. 30

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

3. In case of merger or consolidation. (n)

SECTION 82. How Right is Exercised . — The appraisal

right may be exercised by any stockholder who shall have

voted against the proposed corporate action, by making a

written demand on the corporation within thirty (30) days

after the date on which the vote was taken for payment

of the fair value of his shares: Provided , That failure to

make the demand within such period shall be deemed a

waiver of the appraisal right. If the proposed corporate

action is implemented or affected, the corporation shall

pay

to

such

stockholder,

upon

surrender

of

the

certificate(s) of stock representing his shares, the fair

value thereof as of the day prior to the date on which the

vote

was

taken,

excluding

any

appreciation

or

depreciation in anticipation of such corporate action.

If within a period of sixty (60) days from the date the

corporate action was approved by the stockholders, the

withdrawing stockholder and the corporation cannot

agree

on

the

fair

value

of

the

shares,

it

shall

be

determined and appraised by three (3) disinterested

persons, one of whom shall be named by the stockholder,

another by the corporation and the third by the two thus

chosen. The findings of the majority of the appraisers

shall be final, and their award shall be paid by the

corporation within thirty (30) days after such award is

made: Provided , That no payment shall be made to any

dissenting

stockholder

unless

the

corporation

has

unrestricted retained earnings in its books to cover such

payment: and Provided , further , That upon payment by

the corporation of the agreed or awarded price, the

stockholder shall forthwith transfer his shares to the

corporation. (n)

SECTION 83. Effect of Demand and Termination of

Right . — From the time of demand for payment of the

fair

value

of

a stockholder's shares until either the

abandonment of the corporate action involved or the

purchase of the said shares by the corporation, all rights

accruing to such shares, including voting and dividend

rights

shall

be

suspended

in

accordance

with

the

provisions

of

this

Code,

except

the

right

of

such

stockholder to receive payment of the fair value thereof:

Provided , That if the dissenting stockholder is not paid

the value of his shares within 30 days after the award, his

voting and dividend rights shall immediately be restored.

(n)

SECTION 84. When Right to Payment Ceases . — No

demand for payment under this Title may be withdrawn

unless the corporation consents thereto. If, however, such

demand for payment is withdrawn with the consent of

the corporation, or if the proposed corporate action is

abandoned

or

rescinded

by

the

corporation

or

disapproved by the Securities and Exchange Commission

where such approval is necessary, or if the Securities and

Exchange Commission determines that such stockholder

is not entitled to the appraisal right, then the right of said

stockholder to be paid the fair value of his shares shall

cease, his status as a stockholder shall thereupon be

restored, and all dividend distributions which would have

accrued on his shares shall be paid to him. (n)

SECTION 85. Who Bears Costs of Appraisal . — The

costs and expenses of appraisal shall be borne by the

corporation, unless the fair value ascertained by the

appraisers is approximately the same as the price which

the corporation may have offered to pay the stockholder,

in which case they shall be borne by the latter. In case of

an action to recover such fair value, all costs and expenses

shall be assessed against the corporation, unless the

refusal

of

the

stockholder

to

receive

payment

was

unjustified. (n)

SECTION 86. Notation on Certificate(s) ; Right of

Transferee . — Within ten (10) days after demanding

payment for his shares, a dissenting stockholder shall

submit the certificate(s) of stock representing his shares

to the corporation for notation thereon that such shares

are dissenting shares. His failure to do so shall, at the

option of the corporation, terminate his rights under this

Title. If shares represented by the certificate(s) bearing

such

notation

are

transferred,

and

the

certificate(s)

consequently cancelled, the rights of the transferor as a

dissenting stockholder under this Title shall cease and the

transferee

shall

have

all

the

rights

of

a

regular

stockholder; and all dividend distributions which would

have

accrued

on

such shares shall be paid to the

transferee. (n)

TITLE XI Non-Stock Corporations

SECTION 87. Definition . — For the purposes of this

Code, a non-stock corporation is one where no part of its

income is distributable as dividends to its members,

trustees, or officers, subject to the provisions of this Code

on

dissolution:

Provided ,

That

any

profit

which

a

non-stock corporation may obtain as an incident to its

operations shall, whenever necessary or proper, be used

for the furtherance of the purpose or purposes for which

the corporation was organized, subject to the provisions

of this Title.

The provisions governing stock corporation, when

pertinent, shall be applicable to non-stock corporations,

except as may be covered by specific provisions of this

Title. (n)

SECTION 88. Purposes . — Non-stock corporations

may be formed or organized for charitable, religious,

educational,

professional,

cultural,

fraternal,

literary,

scientific, social, civic service, or similar purposes, like

trade, industry, agricultural and like chambers, or any

combination thereof, subject to the special provisions of

this

Title

governing

particular

classes

of

non-stock

corporations. (n)

CHAPTER I Members

SECTION 89. Right to Vote . — The right of the

members of any class or classes to vote may be limited,

broadened or denied to the extent specified in the

articles of incorporation or the bylaws. Unless so limited,

broadened or denied, each member, regardless of class,

shall be entitled to one vote.

Unless

otherwise

provided

by

the

articles

of

incorporation or the bylaws, a member may vote by proxy

in accordance with the provisions of this Code. (n)

Voting by mail or other similar means by members of

non-stock corporations may be authorized by the bylaws

of non-stock corporations with the approval of, and under

such

conditions

which

may

be,

prescribed

by,

the

Securities and Exchange Commission.

SECTION 90. Non-transferability of Membership . —

Membership in a non-stock corporation, and all rights

arising therefrom, are personal and non-transferable,

unless

the

articles

of

incorporation

or

the

bylaws

otherwise provide. (n)

SECTION

91.

Termination

of

Membership .

—

Membership shall be terminated in the manner and for

the causes provided in the articles of incorporation or the

bylaws. Termination of membership shall have the effect

of extinguishing all rights of a member in the corporation

or in its property, unless otherwise provided in the articles

of incorporation or the bylaws. (n)

CHAPTER II Trustees and Officers

SECTION 92. Election and Term of Trustees . —

Unless otherwise provided in the articles of incorporation

or

the

bylaws,

the

board

of

trustees

of

non-stock

corporations, which may be more than fifteen (15) in

number as may be fixed in their articles of incorporation

or

bylaws,

shall,

as

soon

as

organized,

so

classify

themselves that the term of office of one-third (1/3) of

their number shall expire every year; and subsequent

elections of trustees comprising one-third (1/3) of the

board of trustees shall be held annually and trustees so

elected shall have a term of three (3) years. Trustees

thereafter elected to fill vacancies occurring before the

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