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Corpo Code Batas Pambansa Bilang 68

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    Batas Pambansa Bilang 68

    THE CORPORATION CODE OF THE PHILIPPINES

    Be it enacted by the Batasang Pambansa in session assembled:

    TITLE IGENERAL PROVISIONS

    DEFINITIONS AND CLASSIFICATIONS

    Sectin !" Title of the Code. – This Code shall be known as "The Corporation Code of thePhilippines." (n)

    Sectin #" Corporation defined. – A corporation is an artificial being created by operation oflaw, having the right of sccession and the powers, attribtes and properties e!presslyathoried by law or incident to its e!istence. (#)

    Sectin $" Classes of corporations. – Corporations for$ed or organied nder this Code

    $ay be stock or non%stock corporations. Corporations which have capital stock divided intoshares and are athoried to distribte to the holders of sch shares dividends or allot$entsof the srpls profits on the basis of the shares held are stock corporations. All othercorporations are non%stock corporations. (&a)

    Sectin %" Corporations created by special laws or charters. – Corporations created byspecial laws or charters shall be governed pri$arily by the provisions of the special law orcharter creating the$ or applicable to the$, spple$ented by the provisions of this Code,insofar as they are applicable. (n)

    Sectin &" Corporators and incorporators, stockholders and members. – Corporators arethose who co$pose a corporation, whether as stockholders or as $e$bers. 'ncorporators

    are those stockholders or $e$bers $entioned in the articles of incorporation as originallyfor$ing and co$posing the corporation and who are signatories thereof.

    Corporators in a stock corporation are called stockholders or shareholders. Corporators in anon%stock corporation are called $e$bers. (a)

    Sectin 6" Classification of shares. – The shares of stock of stock corporations $ay bedivided into classes or series of shares, or both, any of which classes or series of shares$ay have sch rights, privileges or restrictions as $ay be stated in the articles ofincorporation Provided, That no share $ay be deprived of voting rights e!cept thoseclassified and issed as "preferred" or "redee$able" shares, nless otherwise provided inthis Code Provided, frther, That there shall always be a class or series of shares which

    have co$plete voting rights. Any or all of the shares or series of shares $ay have a parvale or have no par vale as $ay be provided for in the articles of incorporation Provided,however, That banks, trst co$panies, insrance co$panies, pblic tilities, and bildingand loan associations shall not be per$itted to isse no%par vale shares of stock.

    Preferred shares of stock issed by any corporation $ay be given preference in thedistribtion of the assets of the corporation in case of li*idation and in the distribtion ofdividends, or sch other preferences as $ay be stated in the articles of incorporation whichare not violative of the provisions of this Code Provided, That preferred shares of stock $ay

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    be issed only with a stated par vale. The board of directors, where athoried in thearticles of incorporation, $ay fi! the ter$s and conditions of preferred shares of stock or anyseries thereof Provided, That sch ter$s and conditions shall be effective pon the filing ofa certificate thereof with the +ecrities and !change Co$$ission.

    +hares of capital stock issed withot par vale shall be dee$ed flly paid and non%

    assessable and the holder of sch shares shall not be liable to the corporation or to itscreditors in respect thereto Provided- That shares withot par vale $ay not be issed for aconsideration less than the vale of five (P.//) pesos per share Provided, frther, That theentire consideration received by the corporation for its no%par vale shares shall be treatedas capital and shall not be available for distribtion as dividends.

     A corporation $ay, frther$ore, classify its shares for the prpose of insring co$pliancewith constittional or legal re*ire$ents.

    !cept as otherwise provided in the articles of incorporation and stated in the certificate ofstock, each share shall be e*al in all respects to every other share.

    0here the articles of incorporation provide for non%voting shares in the cases allowed by thisCode, the holders of sch shares shall nevertheless be entitled to vote on the following$atters

    1. A$end$ent of the articles of incorporation-

    #. Adoption and a$end$ent of by%laws-

    &. +ale, lease, e!change, $ortgage, pledge or other disposition of all or sbstantiallyall of the corporate property-

    . 'ncrring, creating or increasing bonded indebtedness-

    . 'ncrease or decrease of capital stock-

    2. 3erger or consolidation of the corporation with another corporation or othercorporations-

    4. 'nvest$ent of corporate fnds in another corporation or bsiness in accordancewith this Code- and

    5. 6issoltion of the corporation.

    !cept as provided in the i$$ediately preceding paragraph, the vote necessary to approve

    a particlar corporate act as provided in this Code shall be dee$ed to refer only to stockswith voting rights. (a)

    Sectin '" Founders’ shares. – 7onders8 shares classified as sch in the articles ofincorporation $ay be given certain rights and privileges not en9oyed by the owners of otherstocks, provided that where the e!clsive right to vote and be voted for in the election ofdirectors is granted, it $st be for a li$ited period not to e!ceed five () years sb9ect to theapproval of the +ecrities and !change Co$$ission. The five%year period shall co$$encefro$ the date of the aforesaid approval by the +ecrities and !change Co$$ission. (n)

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    #. The specific prpose or prposes for which the corporation is being incorporated.0here a corporation has $ore than one stated prpose, the articles of incorporationshall state which is the pri$ary prpose and which is

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    @0 A?? 3 DE TF+ P:+T+

    The ndersigned incorporators, all of legal age and a $a9ority of who$ are residents of thePhilippines, have this day volntarily agreed to for$ a (stock) (non%stock) corporation nderthe laws of the :epblic of the Philippines-

     A6 0 F:DE C:T'7E

    7':+T That the na$e of said corporation shall be "BBBBBBBBBBBBBBBBBBBBB, 'C. [email protected]:[email protected]:AT'@"-

    [email protected] That the prpose or prposes for which sch corporation is incorporated are ('fthere is $ore than one prpose, indicate pri$ary and secondary prposes)-

    TF':6 That the principal office of the corporation is located in the City:TF That the ter$ for which said corporation is to e!ist is BBBBBBBBBBBBB years fro$

    and after the date of issance of the certificate of incorporation-

    7'7TF That the na$es, nationalities and residences of the incorporators of the corporationare as follows

    A3 AT'@A?'TE :+'6C

     BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB 

     BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB 

     BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB 

     BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB 

     BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB 

    +'GTF That the n$ber of directors or trstees of the corporation shall be BBBBBBB- and thena$es, nationalities and residences of the first directors or trstees of the corporation are asfollows

    A3 AT'@A?'TE :+'6C

     BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB 

     BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB 

     BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB 

     BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB 

     BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB 

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    +HTF That the athoried capital stock of the corporation is BBBBBBBBBBBBBBBBBBBBBB (PBBBBBBBBBBB) [email protected]+ in lawfl $oney of the Philippines,divided into BBBBBBBBBB shares with the par vale of BBBBBBBBBBBBBBBBBBBB(PBBBBBBBBBBBBB) Pesos per share.

    ('n case all the share are withot par vale)

    That the capital stock of the corporation is BBBBBBBBBBBBBB shares withot par vale. ('ncase so$e shares have par vale and so$e are withot par vale) That the capital stock ofsaid corporation consists of BBBBBBBBBBBBB shares of which BBBBBBBBBBBBBB shares are of the par vale of BBBBBBBBBBBBBBBBB (PBBBBBBBBBBBB) [email protected]+ each, and of which

     BBBBBBBBBBBBBBBBB shares are withot par vale.

    'IFTF That at least twenty five (#;) per cent of the athoried capital stock abovestated has been sbscribed as follows

    a$e of +bscriber 

    ationality o. of +hares+bscribed

     A$ont+bscribed

    BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBB

    BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBB

    BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBB

    BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBB

    BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBB

    BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBB

    'TF That the above%na$ed sbscribers have paid at least twenty%five (#;) percent ofthe total sbscription as follows

    a$e of +bscriber 

     A$ont +bscribed TotalPaid%'n

     BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB 

     BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB 

     BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB 

     BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB 

     BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB 

    (3odify os. 5 and = if shares are with no par vale. 'n case the corporation is non%stock,os. 4, 5 and = of the above articles $ay be $odified accordingly, and it is sfficient if thearticles state the a$ont of capital or $oney contribted or donated by specified persons,stating the na$es, nationalities and residences of the contribtors or donors and therespective a$ont given by each.)

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    TTF That BBBBBBBBBBBBBBBBBBBBB has been elected by the sbscribers as Treasrer of the Corporation to act as sch ntil his sccessor is dly elected and *alified in accordancewith the by%laws, and that as sch Treasrer, he has been athoried to receive for and inthe na$e and for the benefit of the corporation, all sbscription (or fees) or contribtions ordonations paid or given by the sbscribers or $e$bers.

    ?HTF (Corporations which will engage in any bsiness or activity reserved for 7ilipinocitiens shall provide the following)

    "o transfer of stock or interest which shall redce the ownership of 7ilipino citiens to lessthan the re*ired percentage of the capital stock as provided by e!isting laws shall beallowed or per$itted to be recorded in the proper books of the corporation and this restrictionshall be indicated in all stock certificates issed by the corporation."

    ' 0'T++ 0F:@7, we have herento signed these Articles of 'ncorporation, this BBBBBBBBBB day of BBBBBBBBBBBBBBBB, 1= BBBBBB in the City::8+ A77'6AH'T

    :P>D?'C @7 TF PF'?'PP'+)

    C'TE'C'PA?'TE @7 ) +.+.

    P:@H'C @7 )

    ', BBBBBBBBBBBBBBBBBBBB, being dly sworn, depose and say

    That ' have been elected by the sbscribers of the corporation as Treasrer thereof, to act assch ntil $y sccessor has been dly elected and *alified in accordance with the by%lawsof the corporation, and that as sch Treasrer, ' hereby certify nder oath that at least #;of the athoried capital stock of the corporation has been sbscribed and at least #; ofthe total sbscription has been paid, and received by $e, in cash or property, in the a$ontof not less than P,///.//, in accordance with the Corporation Code.

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     BBBBBBBBBBBBBBBBBBBB 

    (+ignatre of Treasrer)

    +>D+C:'D6 A6 [email protected]: to before $e, a otary Pblic, for and in the CityD?'C

    3y co$$ission e!pires on BBBBBBBBB, 1= BBBBB 

    6oc. o. BBBBBBBBB-

    Page o. BBBBBBBBB-

    Dook o. BBBBBBBB-

    +eries of 1=BBBB (4a)

    Sectin !6"  $mendment of $rticles of %ncorporation. – >nless otherwise prescribed by thisCode or by special law, and for legiti$ate prposes, any provision or $atter stated in thearticles of incorporation $ay be a$ended by a $a9ority vote of the board of directors ortrstees and the vote or written assent of the stockholders representing at least two%thirds(#

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    #. That the prpose or prposes of the corporation are patently nconstittional,illegal, i$$oral, or contrary to govern$ent rles and reglations-

    &. That the Treasrer8s Affidavit concerning the a$ont of capital stock sbscribedand

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    incorporation, its corporate powers cease and the corporation shall be dee$ed dissolved.Fowever, if a corporation has co$$enced the transaction of its bsiness bt sbse*entlybeco$es continosly inoperative for a period of at least five () years, the sa$e shall be agrond for the sspension or revocation of its corporate franchise or certificate ofincorporation. (1=a)

    This provision shall not apply if the failre to organie, co$$ence the transaction of itsbsinesses or the constrction of its works, or to continosly operate is de to casesbeyond the control of the corporation as $ay be deter$ined by the +ecrities and !changeCo$$ission.

    TITLE IIIBOARD OF DIRECTORS+TR,STEES AND OFFICERS

    Sectin #$" The board of directors or trustees. – >nless otherwise provided in this Code, thecorporate powers of all corporations for$ed nder this Code shall be e!ercised, all bsinesscondcted and all property of sch corporations controlled and held by the board of directorsor trstees to be elected fro$ a$ong the holders of stocks, or where there is no stock, fro$

    a$ong the $e$bers of the corporation, who shall hold office for one (1) year ntil theirsccessors are elected and *alified. (#5a)

    very director $st own at least one (1) share of the capital stock of the corporation of whichhe is a director, which share shall stand in his na$e on the books of the corporation. Anydirector who ceases to be the owner of at least one (1) share of the capital stock of thecorporation of which he is a director shall thereby cease to be a director. Trstees of non%stock corporations $st be $e$bers thereof. A $a9ority of the directors or trstees of allcorporations organied nder this Code $st be residents of the Philippines.

    Sectin #%" +lection of directors or trustees. – At all elections of directors or trstees, there$st be present, either in person or by representative athoried to act by written pro!y, theowners of a $a9ority of the otstanding capital stock, or if there be no capital stock, a$a9ority of the $e$bers entitled to vote. The election $st be by ballot if re*ested by anyvoting stockholder or $e$ber. 'n stock corporations, every stockholder entitled to vote shallhave the right to vote in person or by pro!y the n$ber of shares of stock standing, at theti$e fi!ed in the by%laws, in his own na$e on the stock books of the corporation, or wherethe by%laws are silent, at the ti$e of the election- and said stockholder $ay vote schn$ber of shares for as $any persons as there are directors to be elected or he $ayc$late said shares and give one candidate as $any votes as the n$ber of directors tobe elected $ltiplied by the n$ber of his shares shall e*al, or he $ay distribte the$ onthe sa$e principle a$ong as $any candidates as he shall see fit Provided, That the totaln$ber of votes cast by hi$ shall not e!ceed the n$ber of shares owned by hi$ as shownin the books of the corporation $ltiplied by the whole n$ber of directors to be electedProvided, however, That no delin*ent stock shall be voted. >nless otherwise provided in the

    articles of incorporation or in the by%laws, $e$bers of corporations which have no capitalstock $ay cast as $any votes as there are trstees to be elected bt $ay not cast $orethan one vote for one candidate. Candidates receiving the highest n$ber of votes shall bedeclared elected. Any $eeting of the stockholders or $e$bers called for an election $ayad9orn fro$ day to day or fro$ ti$e to ti$e bt not sine die or indefinitely if, for any reason,no election is held, or if there are not present or represented by pro!y, at the $eeting, theowners of a $a9ority of the otstanding capital stock, or if there be no capital stock, a$a9ority of the $e$bers entitled to vote. (&1a)

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    Sectin #&" Corporate officers, "uorum. – '$$ediately after their election, the directors of acorporation $st for$ally organie by the election of a president, who shall be a director, atreasrer who $ay or $ay not be a director, a secretary who shall be a resident and citienof the Philippines, and sch other officers as $ay be provided for in the by%laws. Any two (#)or $ore positions $ay be held concrrently by the sa$e person, e!cept that no one shall actas president and secretary or as president and treasrer at the sa$e ti$e.

    The directors or trstees and officers to be elected shall perfor$ the dties en9oined on the$by law and the by%laws of the corporation. >nless the articles of incorporation or the by%lawsprovide for a greater $a9ority, a $a9ority of the n$ber of directors or trstees as fi!ed in thearticles of incorporation shall constitte a *or$ for the transaction of corporate bsiness,and every decision of at least a $a9ority of the directors or trstees present at a $eeting atwhich there is a *or$ shall be valid as a corporate act, e!cept for the election of officerswhich shall re*ire the vote of a $a9ority of all the $e$bers of the board.

    6irectors or trstees cannot attend or vote by pro!y at board $eetings. (&&a)

    Sectin #6" eport of election of directors, trustees and officers. – 0ithin thirty (&/) days

    after the election of the directors, trstees and officers of the corporation, the secretary, orany other officer of the corporation, shall sb$it to the +ecrities and !changeCo$$ission, the na$es, nationalities and residences of the directors, trstees, and officerselected. +hold a director, trstee or officer die, resign or in any $anner cease to hold office,his heirs in case of his death, the secretary, or any other officer of the corporation, or thedirector, trstee or officer hi$self, shall i$$ediately report sch fact to the +ecrities and!change Co$$ission. (n)

    Sectin #'" *is"ualification of directors, trustees or officers. – o person convicted by final 9dg$ent of an offense pnishable by i$prison$ent for a period e!ceeding si! (2) years, or aviolation of this Code co$$itted within five () years prior to the date of his election orappoint$ent, shall *alify as a director, trstee or officer of any corporation. (n)

    Sectin #8" emo(al of directors or trustees. – Any director or trstee of a corporation $aybe re$oved fro$ office by a vote of the stockholders holding or representing at least two%thirds (#

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    Sectin #(" -acancies in the office of director or trustee. – Any vacancy occrring in theboard of directors or trstees other than by re$oval by the stockholders or $e$bers or bye!piration of ter$, $ay be filled by the vote of at least a $a9ority of the re$aining directors or trstees, if still constitting a *or$- otherwise, said vacancies $st be filled by thestockholders in a reglar or special $eeting called for that prpose. A director or trstee soelected to fill a vacancy shall be elected only or the ne!pired ter$ of his predecessor in

    office.

     Any directorship or trsteeship to be filled by reason of an increase in the n$ber ofdirectors or trstees shall be filled only by an election at a reglar or at a special $eeting ofstockholders or $e$bers dly called for the prpose, or in the sa$e $eeting athoriing theincrease of directors or trstees if so stated in the notice of the $eeting. (n)

    Sectin $*" Compensation of directors. – 'n the absence of any provision in the by%lawsfi!ing their co$pensation, the directors shall not receive any co$pensation, as schdirectors, e!cept for reasonable per die$s Provided, however, That any sch co$pensationother than per die$s $ay be granted to directors by the vote of the stockholdersrepresenting at least a $a9ority of the otstanding capital stock at a reglar or special

    stockholders8 $eeting. 'n no case shall the total yearly co$pensation of directors, as schdirectors, e!ceed ten (1/;) percent of the net inco$e before inco$e ta! of the corporationdring the preceding year. (n)

    Sectin $!" iability of directors, trustees or officers. % 6irectors or trstees who willflly andknowingly vote for or assent to patently nlawfl acts of the corporation or who are gilty ofgross negligence or bad faith in directing the affairs of the corporation or ac*ire anypersonal or pecniary interest in conflict with their dty as sch directors or trstees shall beliable 9ointly and severally for all da$ages reslting therefro$ sffered by the corporation, itsstockholders or $e$bers and other persons.

    0hen a director, trstee or officer atte$pts to ac*ire or ac*ire, in violation of his dty, anyinterest adverse to the corporation in respect of any $atter which has been reposed in hi$ in

    confidence, as to which e*ity i$poses a disability pon hi$ to deal in his own behalf, heshall be liable as a trstee for the corporation and $st accont for the profits whichotherwise wold have accred to the corporation. (n)

    Sectin $#" *ealings of directors, trustees or officers with the corporation. – A contract of thecorporation with one or $ore of its directors or trstees or officers is voidable, at the option of sch corporation, nless all the following conditions are present

    1. That the presence of sch director or trstee in the board $eeting in which thecontract was approved was not necessary to constitte a *or$ for sch $eeting-

    #. That the vote of sch director or trstee was not necessary for the approval of the

    contract-

    &. That the contract is fair and reasonable nder the circ$stances- and

    . That in case of an officer, the contract has been previosly athoried by theboard of directors.

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    0here any of the first two conditions set forth in the preceding paragraph is absent,in the case of a contract with a director or trstee, sch contract $ay be ratified bythe vote of the stockholders representing at least two%thirds (#

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    . To a$end its articles of incorporation in accordance with the provisions of thisCode-

    . To adopt by%laws, not contrary to law, $orals, or pblic policy, and to a$end orrepeal the sa$e in accordance with this Code-

    2. 'n case of stock corporations, to isse or sell stocks to sbscribers and to sellstocks to sbscribers and to sell treasry stocks in accordance with the provisions ofthis Code- and to ad$it $e$bers to the corporation if it be a non%stock corporation-

    4. To prchase, receive, take or grant, hold, convey, sell, lease, pledge, $ortgageand otherwise deal with sch real and personal property, inclding secrities andbonds of other corporations, as the transaction of the lawfl bsiness of thecorporation $ay reasonably and necessarily re*ire, sb9ect to the li$itationsprescribed by law and the Constittion-

    5. To enter into $erger or consolidation with other corporations as provided in thisCode-

    =. To $ake reasonable donations, inclding those for the pblic welfare or forhospital, charitable, cltral, scientific, civic, or si$ilar prposes Provided, That nocorporation, do$estic or foreign, shall give donations in aid of any political party orcandidate or for prposes of partisan political activity-

    1/. To establish pension, retire$ent, and other plans for the benefit of its directors,trstees, officers and e$ployees- and

    11. To e!ercise sch other powers as $ay be essential or necessary to carry ot itsprpose or prposes as stated in the articles of incorporation. (1&a)

    Sectin $'" Power to e)tend or shorten corporate term. – A private corporation $ay e!tendor shorten its ter$ as stated in the articles of incorporation when approved by a $a9ority voteof the board of directors or trstees and ratified at a $eeting by the stockholdersrepresenting at least two%thirds (#

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    place of residence as shown on the books of the corporation and deposited to the addresseein the post office with postage prepaid, or served personally.

     A certificate in dplicate $st be signed by a $a9ority of the directors of the corporation andcontersigned by the chair$an and the secretary of the stockholders8 $eeting, setting forth

    (1) That the re*ire$ents of this section have been co$plied with-

    (#) The a$ont of the increase or di$intion of the capital stock-

    (&) 'f an increase of the capital stock, the a$ont of capital stock or n$ber ofshares of no%par stock thereof actally sbscribed, the na$es, nationalities andresidences of the persons sbscribing, the a$ont of capital stock or n$ber of no%par stock sbscribed by each, and the a$ont paid by each on his sbscription incash or property, or the a$ont of capital stock or n$ber of shares of no%par stockallotted to each stock%holder if sch increase is for the prpose of $aking effectivestock dividend therefor athoried-

    () Any bonded indebtedness to be incrred, created or increased-

    () The actal indebtedness of the corporation on the day of the $eeting-

    (2) The a$ont of stock represented at the $eeting- and

    (4) The vote athoriing the increase or di$intion of the capital stock, or theincrring, creating or increasing of any bonded indebtedness.

     Any increase or decrease in the capital stock or the incrring, creating or increasingof any bonded indebtedness shall re*ire prior approval of the +ecrities and!change Co$$ission.

    @ne of the dplicate certificates shall be kept on file in the office of the corporationand the other shall be filed with the +ecrities and !change Co$$ission andattached to the original articles of incorporation. 7ro$ and after approval by the+ecrities and !change Co$$ission and the issance by the Co$$ission of itscertificate of filing, the capital stock shall stand increased or decreased and theincrring, creating or increasing of any bonded indebtedness athoried, as thecertificate of filing $ay declare Provided, That the +ecrities and !changeCo$$ission shall not accept for filing any certificate of increase of capital stocknless acco$panied by the sworn state$ent of the treasrer of the corporationlawflly holding office at the ti$e of the filing of the certificate, showing that at leasttwenty%five (#;) percent of sch increased capital stock has been sbscribed and

    that at least twenty%five (#;) percent of the a$ont sbscribed has been paid either in actal cash to the corporation or that there has been transferred to the corporationproperty the valation of which is e*al to twenty%five (#;) percent of thesbscription Provided, frther, That no decrease of the capital stock shall beapproved by the Co$$ission if its effect shall pre9dice the rights of corporatecreditors.

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    Sectin %!" Power to ac"uire own shares. – A stock corporation shall have the power toprchase or ac*ire its own shares for a legiti$ate corporate prpose or prposes, incldingbt not li$ited to the following cases Provided, That the corporation has nrestrictedretained earnings in its books to cover the shares to be prchased or ac*ired

    1. To eli$inate fractional shares arising ot of stock dividends-

    #. To collect or co$pro$ise an indebtedness to the corporation, arising ot of npaidsbscription, in a delin*ency sale, and to prchase delin*ent shares sold dringsaid sale- and

    &. To pay dissenting or withdrawing stockholders entitled to pay$ent for their sharesnder the provisions of this Code. (a)

    Sectin %#" Power to in(est corporate funds in another corporation or business or for anyother purpose. – +b9ect to the provisions of this Code, a private corporation $ay invest itsfnds in any other corporation or bsiness or for any prpose other than the pri$ary prposefor which it was organied when approved by a $a9ority of the board of directors or trstees

    and ratified by the stockholders representing at least two%thirds (#

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    corporation, of both the $anaging and the $anaged corporation, at a $eeting dly called forthe prpose Provided, That (1) where a stockholder or stockholders representing the sa$einterest of both the $anaging and the $anaged corporations own or control $ore than one%third (1

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    appropriate govern$ent agency to the effect that sch by%laws or a$end$ents are inaccordance with law. (#/a)

    Sectin %'" Contents of bylaws. – +b9ect to the provisions of the Constittion, this Code,other special laws, and the articles of incorporation, a private corporation $ay provide in itsby%laws for

    1. The ti$e, place and $anner of calling and condcting reglar or special $eetingsof the directors or trstees-

    #. The ti$e and $anner of calling and condcting reglar or special $eetings of thestockholders or $e$bers-

    &. The re*ired *or$ in $eetings of stockholders or $e$bers and the $anner ofvoting therein-

    . The for$ for pro!ies of stockholders and $e$bers and the $anner of voting the$-

    . The *alifications, dties and co$pensation of directors or trstees, officers ande$ployees-

    2. The ti$e for holding the annal election of directors of trstees and the $ode or$anner of giving notice thereof-

    4. The $anner of election or appoint$ent and the ter$ of office of all officers otherthan directors or trstees-

    5. The penalties for violation of the by%laws-

    =. 'n the case of stock corporations, the $anner of issing stock certificates- and

    1/. +ch other $atters as $ay be necessary for the proper or convenient transactionof its corporate bsiness and affairs. (#1a)

    Sectin %8"  $mendments to bylaws. – The board of directors or trstees, by a $a9ority votethereof, and the owners of at least a $a9ority of the otstanding capital stock, or at least a$a9ority of the $e$bers of a non%stock corporation, at a reglar or special $eeting dlycalled for the prpose, $ay a$end or repeal any by%laws or adopt new by%laws. The ownersof two%thirds (#

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    The a$ended or new by%laws shall only be effective pon the issance by the +ecrities and!change Co$$ission of a certification that the sa$e are not inconsistent with this Code.(##a and #&a)

    TITLE VI/EETINGS

    Sectin %(" 1inds of meetings. – 3eetings of directors, trstees, stockholders, or $e$bers$ay be reglar or special. (n)

    Sectin &*" egular and special meetings of stockholders or members. % :eglar $eetingsof stockholders or $e$bers shall be held annally on a date fi!ed in the by%laws, or if not sofi!ed, on any date in April of every year as deter$ined by the board of directors or trsteesProvided, That written notice of reglar $eetings shall be sent to all stockholders or$e$bers of record at least two (#) weeks prior to the $eeting, nless a different period isre*ired by the by%laws.

    +pecial $eetings of stockholders or $e$bers shall be held at any ti$e dee$ed necessary

    or as provided in the by%laws Provided, however, That at least one (1) week written noticeshall be sent to all stockholders or $e$bers, nless otherwise provided in the by%laws.

    otice of any $eeting $ay be waived, e!pressly or i$pliedly, by any stockholder or $e$ber.

    0henever, for any case, there is no person athoried to call a $eeting, the +ecrities and!change Co$$ission, pon petition of a stockholder or $e$ber on a showing of goodcase therefor, $ay isse an order to the petitioning stockholder or $e$ber directing hi$ tocall a $eeting of the corporation by giving proper notice re*ired by this Code or by the by%laws. The petitioning stockholder or $e$ber shall preside thereat ntil at least a $a9ority ofthe stockholders or $e$bers present have chosen one of their n$ber as presiding officer.(#, #2)

    Sectin &!" Place and time of meetings of stockholders of members. – +tockholder8s or$e$ber8s $eetings, whether reglar or special, shall be held in the city or $nicipalitywhere the principal office of the corporation is located, and if practicable in the principal officeof the corporation Provided, That 3etro 3anila shall, for prposes of this section, beconsidered a city or $nicipality.

    otice of $eetings shall be in writing, and the ti$e and place thereof stated therein.

     All proceedings had and any bsiness transacted at any $eeting of the stockholders or$e$bers, if within the powers or athority of the corporation, shall be valid even if the$eeting be i$properly held or called, provided all the stockholders or $e$bers of thecorporation are present or dly represented at the $eeting. (# and #)

    Sectin " 2uorum in meetings. – >nless otherwise provided for in this Code or in the by%laws, a *or$ shall consist of the stockholders representing a $a9ority of the otstandingcapital stock or a $a9ority of the $e$bers in the case of non%stock corporations. (n)

    Sectin &$" egular and special meetings of directors or trustees. – :eglar $eetings of theboard of directors or trstees of every corporation shall be held $onthly, nless the by%lawsprovide otherwise.

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    +pecial $eetings of the board of directors or trstees $ay be held at any ti$e pon the callof the president or as provided in the by%laws.

    3eetings of directors or trstees of corporations $ay be held anywhere in or otside of thePhilippines, nless the by%laws provide otherwise. otice of reglar or special $eetingsstating the date, ti$e and place of the $eeting $st be sent to every director or trstee at

    least one (1) day prior to the schedled $eeting, nless otherwise provided by the by%laws. Adirector or trstee $ay waive this re*ire$ent, either e!pressly or i$pliedly. (n)

    Sectin &%" 3ho shall preside at meetings. – The president shall preside at all $eetings ofthe directors or trstee as well as of the stockholders or $e$bers, nless the by%lawsprovide otherwise. (n)

    Sectin &&" ight to (ote of pledgors, mortgagors, and administrators. – 'n case of pledgedor $ortgaged shares in stock corporations, the pledgor or $ortgagor shall have the right toattend and vote at $eetings of stockholders, nless the pledgee or $ortgagee is e!presslygiven by the pledgor or $ortgagor sch right in writing which is recorded on the appropriatecorporate books. (n)

    !ectors, ad$inistrators, receivers, and other legal representatives dly appointed by thecort $ay attend and vote in behalf of the stockholders or $e$bers withot need of anywritten pro!y. (#4a)

    Sectin &6" -oting in case of 'oint ownership of stock. – 'n case of shares of stock owned 9ointly by two or $ore persons, in order to vote the sa$e, the consent of all the co%ownersshall be necessary, nless there is a written pro!y, signed by all the co%owners, athoriingone or so$e of the$ or any other person to vote sch share or shares Provided, That whenthe shares are owned in an "and

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    of the corporation, it shall be noted that the transfer in the na$e of the trstee or trstees is$ade prsant to said voting trst agree$ent.

    The trstee or trstees shall e!ecte and deliver to the transferors voting trst certificates,which shall be transferable in the sa$e $anner and with the sa$e effect as certificates ofstock.

    The voting trst agree$ent filed with the corporation shall be sb9ect to e!a$ination by anystockholder of the corporation in the sa$e $anner as any other corporate book or recordProvided, That both the transferor and the trstee or trstees $ay e!ercise the right ofinspection of all corporate books and records in accordance with the provisions of this Code.

     Any other stockholder $ay transfer his shares to the sa$e trstee or trstees pon theter$s and conditions stated in the voting trst agree$ent, and therepon shall be bond byall the provisions of said agree$ent.

    o voting tr