A private corporation may extend or shorten its term as stated
in the articles of incorporation when approved by majority vote
of the board of director or trustees and ratified at a meeting by
the stockholders representing at least 2/3 of the outstanding
capital stock or by at least 2/3 of the members in case of non-
stock corporation. Written notice of the proposed action and of
the time and place of the meeting shall be addressed to each
stockholder or member at his place of residence as shown on
the books of the corporation and deposited to the addressee in
the post office with postage prepaid or served personally.
Provided, that in case of extension of corporate term, any
dissenting stockholder may exercise his appraisal right under
the conditions provided in this code. (Sec. 37, BP Blg. 68)
OTHER CORPORATE POWERS
EXTEND OR SHORTEN CORPORATE TERM

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No corporation shall increase or decrease its capital stock or incur,
create or increase any bonded indebtedness unless
approved by a
majority vote of the board of directors
AND, at a stockholder
’
s
meeting duly called for the purpose,
2/3 of the outstanding capital
stock shall favor the increase or diminution of the capital stock, or
the incurring, creating, or increasing ant bonded indebtedness
.
Written notice of the proposed increase or diminution of the capital
stock or of the incurring, creating, or increasing of any bonded
indebtedness and of the time and place of the stockholders meeting
at which the proposed increase or diminution of the capital stock or
the incurring or increasing of any bonded indebtedness is to be
considered, must be addressed to each stockholder at his place of
residence as shown on the books of the corporation and deposited to
the addressee in the post office with postage prepaid, or served
personally
.
(Sec. 38, BP Blg. 68)
OTHER CORPORATE POWERS
INCREASE OR DECREASE CAPITAL STOCK

Bond
–
security
representing denominated units of indebtedness
issued by a corporation to raise money or capital obliging the
issuer to pay the maturity value at the end of a specified period
which should be not less than 360 days
All properties of the corporation i.e. the business enterprise
comprise of the security of such bonded indebtedness.
That is why not all indebtedness of the corporation requires the
ratification of the stockholders,
only bonded indebtedness
require the ratification of the stockholders
.
A bond in contrast to a promissory note represents a unit of a
large indebtedness, whereas a promissory note represents a
single indebtedness and may stand on its own.
Bonds issued by a corporation shall be registered with the SEC.
OTHER CORPORATE POWERS
INCUR, CREATE OR INCREASE BONDED INDEBTEDNESS

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“
xxx
…
a corporation may
by a majority vote of its board of
directors or trustees
, sell, lease, exchange, mortgage, pledge
or otherwise dispose of all or substantially all of its property
and assets including its goodwill, upon such terms and
conditions and for such consideration, which may be money,


- Fall '19
- Gilbert R. Huafana