Revised Corporation Code (RA No. 11232) – Title V – Bylaws

TITLE V – BYLAWS

Section 45. Adoption of Bylaws. – For the adoption of bylaws by the corporation, the affirmative vote of the stockholders representing at least a majority of the outstanding capital stock, or at least a majority of the members in case of nonstock corporations, shall be necessary. The bylaws shall be signed by the stockholders or members voting for them and shall be kept in the principal office of the corporation, subject to the inspection of the stockholders or members during office hours. A copy thereof, duly certified by a majority of the directors or trustees and countersigned by the secretary of the corporation shall be filed with the Commission and attached to the original articles of incorporation.

Notwithstanding the provisions of the preceding paragraph, bylaws may be adopted and filed prior to incorporation; in such case, by laws shall be approved and signed by all incorporators and submitted to the Commission, together with the articles of incorporation.

In all cases, bylaws shall be effective only upon the issuance of the Commission of a certification that the by laws are in accordance with this Code.

The Commission shall not accept for filing the bylaws or any amendment thereto of any bank, banking institution, building and loan association, trust company, insurance company, public utility, educational institution, or other special corporations governed by special laws, unless accompanied by a certificate of the appropriate government agency to the effect that such bylaws or amendments are in accordance with law.

Section 46. Contents of Bylaws. – A private corporation may provide the following in its bylaws:

• (a) The time, place and manner of calling and conducting regular or special meetings of the directors and trustees;
• (b) The time and manner of calling and conducting regular or special meetings and mode of notifying stockholders or members thereof;
• (c) The required quorum in meetings of stockholders or members and the manner of voting therein;
• (d) The modes by which a stockholder, member, director, or trustee may attend meetings and cast their votes;
• (e) The form of proxies of stockholders and members and the manner of voting them;
• (f) The director’s or trustees’ qualifications, duties and responsibilities, the guidelines for setting the compensation of directors and trustees and officers, and the maximum number of other board representations that the independent director or trustee may have which shall, in no case, be more than the number prescribed by the Commission;
• (g) The time for holding the annual election of directors or trustees and the mode or manner of giving notice thereof;
• (h) The manner of election or appointment and the term of office of all officers other than the directors or trustees;
• (i) The penalties for violation of the bylaws;
• (j) In case of stock corporations, the manner of issuing stock certificates; and,
• (k) Such other matters as may be necessary for the proper or convenient transaction of its corporate affairs for the promotion of good governance and anti-graft and corruption measures.

An arbitration agreement may be provided in the bylaws pursuant to Section 181 of this Code.

Section 47. Amendment to Bylaws. – A majority of the board of directors or trustees, and the owners of at least a majority of the outstanding capital stock, or at least a majority of the members of a nonstock corporation, at a regular or special meeting duly called for the purpose, may amend or repeal the bylaws or adopt a new bylaws. The owners of two-thirds (2/3) of the outstanding capital stock or two-thirds (2/3) of the members in a nonstock corporation may delegate to the board of directors or trustees the power to amend or repeal the bylaws or adopt new bylaws: Provided, That any power delegated to the board of directors or trustees to amend or repeal the bylaws or adopt new bylaws shall be considered revoked whenever stockholders owning or representing a majority of the outstanding capital stock or majority of the members shall so vote at a regular or special meeting.

Whenever the bylaws are amended or new bylaws are adopted, the corporation shall file with the Commission such amended or new bylaws and, if applicable, the stockholders’ or member’s resolution authorizing the declaration of the power to amend and/or adopt new bylaws, duly certified under oath by the corporate secretary and a majority of the directors or trustees.

The amendment or new bylaws shall only be effective upon the issuance of the Commission of a certification that the same is in accordance with this Code and other relevant laws.

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