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    By-Laws (Stock Corporation)

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    Novo Farms
    The by-laws outline the procedures for ABCS Corporation including: holding regular monthly meetings of the board of directors; requiring at least 50% of outstanding capital stock for a quorum at stockholder meetings; allowing stockholders to vote by proxy if filed before meetings; setting the terms and duties of directors and officers; and establishing the fiscal year as January 1 to December 31.

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    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd

    By-Laws (Stock Corporation)

    Uploaded by

    Novo Farms
    42 views3 pages
    The by-laws outline the procedures for ABCS Corporation including: holding regular monthly meetings of the board of directors; requiring at least 50% of outstanding capital stock for a quorum at stockholder meetings; allowing stockholders to vote by proxy if filed before meetings; setting the terms and duties of directors and officers; and establishing the fiscal year as January 1 to December 31.

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    9. by-Laws (Stock Corporation)

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    The by-laws outline the procedures for ABCS Corporation including: holding regular monthly meetings of the board of directors; requiring at least 50% of outstanding capital stock for a quorum at stockholder meetings; allowing stockholders to vote by proxy if filed before meetings; setting the terms and duties of directors and officers; and establishing the fiscal year as January 1 to December 31.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    42 views3 pages

    By-Laws (Stock Corporation)

    Uploaded by

    Novo Farms
    The by-laws outline the procedures for ABCS Corporation including: holding regular monthly meetings of the board of directors; requiring at least 50% of outstanding capital stock for a quorum at stockholder meetings; allowing stockholders to vote by proxy if filed before meetings; setting the terms and duties of directors and officers; and establishing the fiscal year as January 1 to December 31.

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    © All Rights Reserved
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    Download as docx, pdf, or txt
    of 3

    BY -LAWS

    OF
    ABCS CORPORATION

    I. THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING REGULAR


    OR SPECIAL MEETINGS OF THE DIRECTORS.

    a) Regular meetings of the board of directors of the corporation shall be held monthly.

    b) Special meetings of the board of directors may be held at any time upon the call of
    the president.

    c) Meetings of directors may be held anywhere in or outside of the Philippines, unless


    the by-laws provide otherwise. Notice of regular or special meetings stating the date,
    time and place of the meeting must be sent to every director or trustee at least one (1)
    day prior to the scheduled meeting, unless otherwise provided by the by-laws. A
    director may waive this requirement, either expressly or impliedly.

    II. THE TIME AND MANNER OF CALLING AND CONDUCTING REGULAR OR


    SPECIAL MEETINGS OF THE STOCKHOLDERS.

    a) Regular or annual meetings of stockholders shall be held annually on May 22.

    b) Written notice of regular meetings shall be sent to all stockholders of record at least
    two (2) weeks prior to the meeting.

    c) Special meetings of stockholders shall be held at any time deemed necessary.

    d) Written notice of special meetings shall be sent to all stockholders at least one week
    prior to the meeting.

    e) Stockholders' meetings, whether regular or special, shall be held in the city or


    municipality where the principal office of the corporation is located, and if practicable
    in the principal office of the corporation. Metro Manila shall, for the purpose of this
    provision, be considered city or municipality.

    III. THE REQUIRED QUORUM IN MEETINGS OF STOCKHOLDERS

    a) The required quorum in meetings of stockholders shall consist of the stockholder/s


    representing a majority of the outstanding capital stock.

    IV. THE FORM FOR PROXIES OF STOCKHOLDERS AND THE MANNER OF


    VOTING THEM

    a) Stockholders may vote in person or by proxy in all meetings of stockholders. Proxies


    shall be in writing, signed by the stockholder and filed before the scheduled meeting
    with the corporate secretary. Unless otherwise provided in the proxy, it shall be valid
    only for the meeting for which it is intended. No proxy shall be valid and effective for a
    period longer than five (5) years at any one time. System generated by the SEC
    Company Registration System.

    V. THE QUALIFICATIONS, DUTIES, TERM AND COMPENSATION OF DIRECTORS


    a) No person convicted by final judgment of an offense punishable by imprisonment for
    a period exceeding six (6) years, or a violation of this Code, committed within five (5)
    years prior to the date of his election shall qualify as a director. Every director must
    own at least one (1) share of the capital stock of the corporation, which share shall stand
    in his name on the books of the corporation. Any director who ceases to be the owner of
    at least one (1) share of the capital stock of the corporation shall thereby cease to be a
    director. A majority of the directors must be residents of the Philippines.

    b) The corporate powers of the corporation shall be exercised, all business conducted
    and all property of the corporation be controlled and held by the board of directors to
    be elected from among the holders of stocks, who shall hold office for one (1) year and
    until their successors are elected and qualified.

    c) The directors shall not receive any compensation, as such directors, except for
    reasonable per diems. Any compensation may be granted to directors by the vote of the
    stockholders representing at least a majority of the outstanding capital stock at a regular
    or special stockholders' meeting, In no case shall the total yearly compensation of
    directors, as such directors, exceed ten (10%) percent of the net income before income
    tax of the corporation during the preceding year.

    VI. THE MANNER OF ELECTION OR APPOINTMENT, QUALIFICATION AND THE


    TERM OF OFFICE OF ALL OFFICERS OTHER THAN DIRECTORS

    a) Immediately after their election, the directors of a corporation must formally organize
    by the election of a PRESIDENT, who shall be a director, a TREASURER who may or
    may not be a director, a SECRETARY who shall be a resident and citizen of the
    Philippines, and such other officers as may be provided in the by-laws. Two (2) or more
    positions may be held concurrently by the same officer, however no one shall act as
    PRESIDENT and SECRETARY or as PRESIDENT and TREASURER at the same time.
    The officers of the corporation shall hold office for one (1) year and until the successors
    are elected and qualified. The officers of the corporation shall perform functions as
    required by existing laws, rules and regulations.

    VII. FISCAL YEAR

    a) The fiscal year of the corporation shall begin on January 1 and shall end December 31
    of each year.

    VIII. SEAL

    a) The corporate seal shall be determined by the Board of Directors.

    IX. MISCELLANEOUS PROVISIONS:

    a) Matters not covered by the provisions of these by-laws shall be governed by the
    provisions of the Corporation Code of the Philippines.

    IN WITNESS WHEREOF, we, the undersigned incorporators and/or stockholders


    present at said meeting and voting thereat in favor of the adoption of said by-laws, have
    hereunto subscribed our names this _________ day of _____________ at
    __________________________________.

    Name Identification Signature

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