Notice to the stockholder together with the proposed amendment Sec 50 3

Notice to the stockholder together with the proposed

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Notice to the stockholder together with the proposed amendment (Sec. 50); 3. Affirmative votes of the stockholders representing 2/3 of the outstanding shares; 4. Filing of the original and amended AOI, under oath (corporate secretary and majority of the BOD), to SEC; 5. In case of banks, banking institution (see last par of Sec. 17), favorable recommendation of the government agencies is necessary; and 6. Approval of SEC or non-action within six months from the date of filing for causes not attributable to corporation will commence the effectivity of the amendment. AMENDMENT TO AOI PROCEDURE
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Every corporation has the inherent right to adopt by-laws for its internal government & to regulate the conduct & prescribe the rights and duties of its members towards itself & among themselves in reference to the management of its affairs . ( Gokongwei v. SEC , 89 SCRA 337 [1979]) The by-laws of a corporation are its own private laws which substantially have the same effect as the laws of the corporation . They are in effect written into the charter. In this sense, they become part of the fundamental law of the corporation which the corporation and its directors and officers must comply with.( Peña v. CA , 193 SCRA 717 [1991]) BY-LAWS
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By-laws are not binding upon the SHs and members absent the approval of the SEC. Absent the codal provision, it is binding because of a corp. s inherent power to adopt its own by-laws By-Laws Cannot Be Contrary to Law and Charter By-Law Provisions Cannot Be Unreasonable or Be Contrary to the Nature of By-laws By-Law provisions cannot discriminate BY-LAWS
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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 by-laws for its government not inconsistent with this Code. For the adoption of by-laws 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 case of non-stock corporations, shall be necessary. The by-laws 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. A copy thereof, duly certified to by a majority of the directors or trustees 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. BY-LAWS ADOPTION PROCEDURE (SEC. 46, BP BLG. 68)
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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; BY-LAWS CONTENTS (SEC. 47, BP BLG. 68)
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  • Fall '19
  • Gilbert R. Huafana

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