Published — June 1, 2022
The following post does not create a lawyer-client relationship between Alburo Alburo and Associates Law Offices (or any of its lawyers) and the reader. It is still best for you to engage the services of your own lawyer to address your legal concerns, if any.
Also, the matters contained in the following were written in accordance with the law, rules, and jurisprudence prevailing at the time of writing and posting, and do not include any future developments on the subject matter under discussion.
Related to corporate meetings, you may also read: FEATURES OF THE REVISED CORPORATION CODE
The Revised Corporation Code, particularly Section 48, provides that there are two kinds of meetings, regular or special.
Regular meetings of Stockholders in case of stock corporations or members in case of non-stock corporations are to be held annually on a date fixed in the bylaws. What if the date for the regular meeting is not fixed in the bylaws? The regular meeting shall be on any date after April 15 of every year as determined by the board. Before the conduct of the regular meeting, a requirement of written notice shall be sent to all stockholders or members of record at least twenty-one (21) days prior to the meeting, unless a different period is required in the bylaws, law, or regulation. Said written notice may now be sent through electronic mail or such other manner as the Securities and Exchange Commission (SEC) may allow under its guidelines. On the other hand, special meetings of stockholders or members can be held at any time deemed necessary or as provided in the bylaws. Unlike with the regular meetings, a written notice shall be sent to all stockholders or members at least one (1) week before the intended date of meeting unless a different period is provided in the bylaws, law or regulation. Meetings of stockholders or members, 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. The right to vote of stockholders or members may be exercised in person, through a proxy, or when so authorized in the bylaws, through remote communication or in absentia.
Regular meetings of the board of directors (stock corporations) or trustees (non-stock corporations) of every corporation are to be held monthly, unless the bylaws provide otherwise. Special meetings of the board of directors or trustees may be held at any time upon the call of the president or as provided in the bylaws. Meetings of directors or trustees of corporations may be held anywhere in or outside of the Philippines, unless the bylaws provide otherwise. Notice of regular or special must be sent to every director or trustee at least two (2) days prior to the scheduled meeting unless a longer time is provided in the bylaws. The requirement of notice may be waived, expressly or impliedly, by a director or trustee. In case a director or a trustee cannot attend physically or vote at board meetings, he or she can still participate and vote through remote communication such as videoconferencing, teleconferencing, or other modes of communication that allows him or her a reasonable opportunity to participate. Finally, it must be noted that directors or trustees cannot attend or vote by proxy at board meetings.
Alburo Alburo and Associates Law Offices specializes in business law and labor law consulting. For inquiries, you may reach us at info@alburolaw.com, or dial us at (02)7745-4391/0917-5772207.
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