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1.7. Presiding Officer in Meetings: Directors' or Trustees' Meetings

Directors' or trustees' meetings may be held anywhere unless otherwise specified in the by-laws and directors or trustees can participate remotely through videoconferencing or teleconferencing. The chairman or president presides over meetings unless otherwise specified. Stockholders who grant a security interest in their shares retain voting rights unless expressly given to the secured creditor in writing. Executors, administrators, and other legal representatives appointed by the court may vote on behalf of stockholders or members without a proxy. Treasury shares have no voting rights. Stockholders and members can vote in person, by proxy, or remotely if authorized in the by-laws. Proxies must be in writing and signed, and are valid for up to 5 years

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18 views2 pages

1.7. Presiding Officer in Meetings: Directors' or Trustees' Meetings

Directors' or trustees' meetings may be held anywhere unless otherwise specified in the by-laws and directors or trustees can participate remotely through videoconferencing or teleconferencing. The chairman or president presides over meetings unless otherwise specified. Stockholders who grant a security interest in their shares retain voting rights unless expressly given to the secured creditor in writing. Executors, administrators, and other legal representatives appointed by the court may vote on behalf of stockholders or members without a proxy. Treasury shares have no voting rights. Stockholders and members can vote in person, by proxy, or remotely if authorized in the by-laws. Proxies must be in writing and signed, and are valid for up to 5 years

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Raynamae Salaya
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Directors’ or trustees’ meetings

Directors’ or trustees’ meetings may be held anywhere in or outside of the Philippines,


unless the by-laws provide otherwise.
Directors or trustees who cannot physically attend or vote at board meetings can
participate and vote through remote communication such as videoconferencing,
teleconferencing, or other alternative modes of communication that allow them
reasonable opportunities to participate. Directors or trustees cannot attend or vote by
proxy at board meetings.
1.7. Presiding officer in meetings
The chairman or, in his absence, the president shall preside at all meetings of the
directors or trustees as well as of the stockholders or members, unless the bylaws
provide otherwise.
1.8. Right to Vote of Secured Creditors and Administrators
In case a stockholder grants security interest in his or her shares in stock corporations,
the stockholder-grantor shall have the right to attend and vote at meetings of
stockholders, unless the secured creditor is expressly given by the stockholder-grantor
such right in writing which is recorded in the appropriate corporate books.
Executors, administrators, receivers, and other legal representatives duly appointed
by the court may attend and vote in behalf of the stockholders or members without
need of any written proxy.
1.9. Voting right of treasury shares
Treasury shares have no voting right.
A treasury share is a share issued by a corporation and fully paid, then subsequently
reacquired by it but not canceled. It is reacquired by the issuing corporation through
purchase, redemption, donation, or some other lawful means.
1.10. Manner of voting and Proxies
Stockholders and members may vote in person or by proxy in all meetings of
stockholders or members.
When so authorized in the by-laws or by a majority of the board of directors, the
stockholders or members of corporations may also vote through remote
communication or in absentia, provided that the votes are received before the
corporation finishes the tally of votes.
A stockholder or member who participates through remote communication or in
absentia, shall be deemed present for purposes of quorum.
Proxies
Proxies shall be in writing, signed and filed, by the stockholder or member, in any form
authorized in the bylaws and received by the corporate secretary within a reasonable
time before the scheduled meeting. Unless otherwise provided in the proxy form, 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 5 years at any one time.
Voting trust agreement
One or more stockholders of a stock corporation may create trust for the purpose of
conferring upon a trustee or trustees the right to vote and other rights pertaining to
the shares for a period not exceeding 5 years at any one time.
A voting trust agreement must be in writing and notarized, and shall specify the terms
and conditions thereof.
The certificate or certificates of stock covered by the voting trust agreement shall be
cancelled and new ones shall be issued in the name of the trustee or trustees stating
that they are issued pursuant to said agreement.
A voting trustee or trustees may vote by proxy.

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