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Primary Text
Place and Time of Meetings of Stockholders or Members. - Stockholders' or members' meetings, whether regular or special, shall be held in the principal office of the corporation as set forth in the articles of incorporation, or if not practicable, in the city or municipality where the principal office of the corporation is located: Provided, That any city of municipality in Metro Manila, Metro Cebu, Metro Davao, and other Metropolitan areas shall, for purposes of this section, be considered a city or municipality.
Notice of meetings shall be sent through the means of communication provided in the bylaws, which notice shall state the time, place and purpose of the meetings.
Each notice of meeting shall further be accompanied by the following:
(a) The agenda for the meeting;
(b) A proxy which shall be submitted to the corporate secretary within a reasonable time prior to the meeting;
(c) When attendance, participation, and voting are allowed by remote communication or in absentia, the requirements and procedures to be followed when a stockholder or member elects either option; and
(d) When the meeting is for the election of directors or trustees, the requirements and procedure for nomination and election.
All proceedings and any business transacted at a meeting of the stockholders or members, if within the powers or authority of the corporation, shall be valid even if the meeting is improperly held or called: Provided, That all the stockholders or members of the corporation are present or duly represented at the meeting and not one of them expressly states at the beginning of the meeting that the purpose of their attendance is to object to the transaction of any business because the meeting is not lawfully called or convened.
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