comm rev 1 - assignment #2

8/9/2019 COMM REV 1 - Assignment #2

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Sec. 39. Power to deny pre-emptive right.

- All stockholders of a stock corporation shall enjoy pre-emptive right to subscribe to all issues or disposition of shares ofany class, in proportion to their respective shareholdings, unless

such right is denied by the articles of incorporation or anamendment thereto: Provided, That such pre-emptive right shallnot extend to shares to be issued in compliance with lawsrequiring stock oerings or minimum stock ownership by thepublic! or to shares to be issued in good faith with the approvalof the stockholders representing two-thirds "#$%& of theoutstanding capital stock, in exchange for property needed forcorporate purposes or in payment of a previously contracteddebt'

Sec. 58. Proxies.

- Stockholders and memersmay vote in person or by proxy inall meetings of stockholders or members' Proxies shall inwriting, signed by the stockholder or member and (led beforethe scheduled meeting with the corporate secretary' )nlessotherwise provided in the proxy, it shall be valid only for themeeting for which it is intended' *o proxy shall be valid andeective for a period longer than (ve "+& years at any one time'"n&

Sec. 59. !oting tr"sts.

- #ne or more stockholders of a stock corporation may create avoting tr"stfor the p"rpose ofconferring "pona trustee ortrustees the right to vote and other rights pertaining to theshares for a period not exceeding (ve "+& years at any time:Provided, That in the case of a voting trust speci(cally requiredas a condition in a loan agreement, said voting trust may be for aperiod exceeding (ve "+& years but shall automatically expireupon full payment of the loan' voting trust agreement must bein writing and notaried, and shall specify the terms andconditions thereof' certi(ed copy of such agreement shall be

(led with the corporation and with the .ecurities and /xchange0ommission! otherwise, said agreement is ineective andunenforceable' The certi(cate or certi(cates of stock covered bythe voting trust agreement shall be canceled and new ones shallbe issued in the name of the trustee or trustees stating that theyare issued pursuant to said agreement' 1n the books of thecorporation, it shall be noted that the transfer in the name of the


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trustee or trustees is made pursuant to said voting trustagreement'

- The tr"stee or tr"stees shall execute and deliver to thetransferors voting trust certi(cates, which shall be transferable in

the same manner and with the same eect as certi(cates ofstock'

- The voting tr"st agreement(led with the corporation shall besubject to examination by any stockholder of the corporation inthe same manner as any other corporate book or record:Provided, That both the transferor and the trustee or trusteesmay exercise the right of inspection of all corporate books andrecords in accordance with the provisions of this 0ode'

- ny other stockholder may transfer his shares to the same

trustee or trustees upon the terms and conditions stated in thevoting trust agreement, and thereupon shall be bound by all theprovisions of said agreement'

- *o voting trust agreement shall be entered into for the purposeof circumventing the law against monopolies and illegalcombinations in restraint of trade or used for purposes of fraud'

- )nless expressly renewed, all rights granted in a voting trustagreement shall automatically expire at the end of the agreedperiod, and the voting trust certi(cates as well as the certi(cates

of stock in the name of the trustee or trustees shall thereby bedeemed canceled and new certi(cates of stock shall be reissuedin the name of the transferors'

- The voting trustee or trustees may vote by proxy unless theagreement provides otherwise' "%2a&

Sec. $%. &ooks to e kept' stock transfer agent.

- (very corporation shall keep and carefully preserve at itsprincipal o3ce a record of all "siness transactions and

min"tes of all meetings of stockholders or members, or of theboard of directors or trustees, in which shall be set forth in detailthe time and place of holding the meeting, how authoried, thenotice given, whether the meeting was regular or special, ifspecial its object, those present and absent, and every act doneor ordered done at the meeting' )pon the demand of anydirector, trustee, stockholder or member, the time when anydirector, trustee, stockholder or member entered or left the


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meeting must be noted in the minutes! and on a similar demand,the yeas and nays must be taken on any motion or proposition,and a record thereof carefully made' The protest of any director,trustee, stockholder or member on any action or proposed actionmust be recorded in full on his demand'

- )he records of all "siness transactions of thecorporation and the min"tes of any meetings shall be opento inspection by any director, trustee, stockholder or member ofthe corporation at reasonale ho"rson business days and hemay demand, writing, for a copy of excerpts from said records orminutes, at his expense'

- Any o*cer or agent of the corporationwho shall refuse toallow any director, trustees, stockholder or member of thecorporation to examine and copy excerpts from its records or

minutes, in accordance with the provisions of this 0ode, shall beliable to such director, trustee, stockholder or member fordamages, and in addition, shall be guilty of an oense whichshall be punishable under .ection 455 of this 0ode: Provided,That if such refusal is made pursuant to a resolution or order ofthe board of directors or trustees, the liability under this sectionfor such action shall be imposed upon the directors or trusteeswho voted for such refusal: and Provided, further, That it shall bea defense to any action under this section that the persondemanding to examine and copy excerpts from the corporation6srecords and minutes has improperly used any information

secured through any prior examination of the records or minutesof such corporation or of any other corporation, or was not actingin good faith or for a legitimate purpose in making his demand'

- Stock corporationsmust also keep a book to be known as the7stock and transfer ook+, in which must be kept a record ofall stocks in the names of the stockholders alphabeticallyarranged! the installments paid and unpaid on all stock for whichsubscription has been made, and the date of payment of anyinstallment! a statement of every alienation, sale or transfer ofstock made, the date thereof, and by and to whom made! and

such other entries as the by-laws may prescribe' The stock andtransfer book shall be kept in the principal o3ce of thecorporation or in the o3ce of its stock transfer agent and shall beopen for inspection by any director or stockholder of thecorporation at reasonable hours on business days'

- ,o stock transfer agent or one engaged principally in thebusiness of registering transfers of stocks in behalf of a stock


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corporation shall e allowed to operate in the Philippinesunless he secures a license from the .ecurities and /xchange0ommission and pays a fee as may be (xed by the 0ommission,which shall be renewable annually: Provided, That a stockcorporation is not precluded from performing or making transfer

of its own stocks, in which case all the rules and regulationsimposed on stock transfer agents, except the payment of alicense fee herein provided, shall be applicable' "+4a and %#a! 8'P' *o' #29'&

Sec. 3$. Power to extend or shorten corporate term.

- A private corporationmay extend or shorten its term as statedin the articles of incorporation when approved by a majorityvote of the board of directors or trustees and ratied at a

meeting by the stockholders representing at least two-thirds"#$%& of the outstanding capital stock or by at least two-thirds"#$%& of the members in case of non-stock corporations' rittennotice of the proposed action and of the time and place ofthe meetingshall be addressed to each stockholder or memberat his place of residence as shown on the books of thecorporation and deposited to the addressee in the post o3cewith postage prepaid, or served personally: Provided, That incase of extension of corporate term, any dissenting stockholdermay exercise his appraisal right under the conditions provided inthis code' "n&

Sec. %/. Power to invest corporate f"nds in anothercorporation or "siness or for any other p"rpose.

- .ubject to the provisions of this 0ode, a private corporationmay invest its funds in any other corporation or business or forany purpose other than the primary purpose for which it wasorganied when approved by a majority of the board of directors or

trustees and rati(ed by the stockholders representing at leasttwo-thirds "#$%& of the outstanding capital stock,

or by at least two thirds "#$%& of the members in the case ofnon-stock corporations, at a stockholder6s or member6smeeting duly called for the purpose'

ritten notice of the proposed investment and the

time and place of the meeting shall be addressed to eachstockholder or member at his place of residence as shown onthe books of the corporation and deposited to the addresseein the post o3ce with postage prepaid, or served personally:


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Provided, That any dissenting stockholder shall haveappraisal right as provided in this 0ode: Provided, however,That where the investment by the corporation is reasonablynecessary to accomplish its primary purpose as stated in thearticles of incorporation, the approval of the stockholders or

members shall not be necessary' "4 4$#a&

Sec. 50. 1eg"lar and special meetings of stockholders ormemers.

- 1eg"lar meetings of stockholders or memers shall be heldannually on a date (xed in the by-laws, or if not so (xed, on any datein pril of every year as determined by the board of directors ortrustees: Provided, )hat written notice of reg"lar meetings shallbe sent to all stockholders or members of record at least two "#& weeksprior to the meeting, unless a dierent period is required by the by-

laws'.pecial meetings of stockholders or members shall be held at any timedeemed necessary or as provided in the by-laws: Provided, however,That at least one "4& week written notice shall be sent to allstockholders or members, unless otherwise provided in the by-laws'*otice of any meeting may be waived, expressly or impliedly, by anystockholder or member';henever, for any cause, there is no person authoried to call ameeting, the .ecretaries and /xchange 0ommission, upon petition of astockholder or member on a showing of good cause therefor, mayissue an order to the petitioning stockholder or member directing him

to call a meeting of the corporation by giving proper notice required bythis 0ode or by the by-laws' The petitioning stockholder or membershall preside thereat until at least a majority of the stockholders ormembers present have been chosen one of their number as presidingo3cer' "#5, #2&

.ec' +4' Place and time of meetings of stockholders or members'

- .tockholders6 or members6 meetings, whether regular or special,shall be held in the city or municipality where the principal o3ceof the corporation is located, and if practicable in the principal

o3ce of the corporation: Provided, That


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.pecial meetings of the board of directors or trustees may be held atany time upon the call of the president or as provided in the by-laws'

comm rev 1 - assignment #2

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