Sec.

44-55  Educational Institution

 Other corporations authorized to obtain
By-laws
or access funds from the public
Adoption of by-laws
Contents of by-laws
After Incorporation
The by-laws should contain the following.
 the affirmative vote of the stockholders
(a) The time, place and manner of calling and
representing at least a majority of the
conducting regular or special meetings of the
outstanding capital stock, or of at least
directors or trustees;
a majority of the members in case of
nonstock corporations, shall be (b) The time and manner of calling and
necessary conducting regular or special meetings and
 shall be signed by the stockholders or mode of notifying the stockholders or members
members voting for them and shall be thereof;
kept in the principal office of the
(c) The required quorum in meetings of
corporation, subject to the inspection
stockholders or members and the manner of
of the stockholders or members during
voting therein;
office hours
 A copy thereof, duly certified by a (d) The modes by which a stockholder, member,
majority of the directors or trustees director, or trustee may attend meetings and
and countersigned by the secretary of cast their votes;
the corporation, shall be filed with the
Commission and attached to the (e) The form for proxies of stockholders and
original articles of incorporation members and the manner of voting them;

(f) The directors’ or trustees’ qualifications,

Before Incorporation
duties and responsibilities, the guidelines for
 By-laws shall be approved and signed setting the compensation of directors or
by all the incorporators and submitted trustees and officers, and the maximum
to the Commission, together with the number of other board representations that an
articles of incorporation independent director or trustee may have
which shall, in no case, be more than the
The commission shall not accept for filing the
number prescribed by the Commission;
bylaws or any amendment thereto of any,
unless accompanied by a certificate of the (g) The time for holding the annual election of
appropriate government agency to the effect directors or trustees and the mode or manner
that such bylaws or amendments are in of giving notice thereof;
accordance with law
(h) The manner of election or appointment and
 Bank the term of office of all officers other than
 Banking Institution directors or trustees;
 Building and Loan Association
(i) The penalties for violation of the bylaws;
 Trust Company
 Insurance Company (j) In the case of stock corporations, the manner
 Public Utility of issuing stock certificates; and
(k) Such other matters as may be necessary for written notice of regular meetings may
the proper or convenient transaction of its be sent to all stockholders or members
corporate affairs for the promotion of good of record through electronic mail or
governance and anti-graft and corruption such other manner as the Commission
measures. shall allow under its guidelines
 the stock and transfer book or
Amendment to by-laws
membership book shall be closed at
 Amend or repeal to by-laws and adapt least twenty (20) days before the
new by-laws -majority of the board of scheduled date of the meeting
directors or trustees, and the owners of  In case of postponement of
at least a majority of the outstanding stockholders’ or members’ regular
capital stock, or at least a majority of meetings, written notice thereof and
the members of a nonstock corporation the reason therefor shall be sent to all
 Delegate to the board of directors or stockholders or members of record at
trustees the power to amend or repeal least two (2) weeks prior to the date of
the bylaws or adopt new bylaws- The the meeting, unless a different period is
owners of two-thirds (2/3) of the required under the bylaws, law or
outstanding capital stock or two-thirds regulation
(2/3) of the members in a nonstock  The right to vote of stockholders or
corporation members may be exercised in person,
through a proxy, or when so authorized
Meetings
in the bylaws, through remote
Kinds of Meetings communication or in absentia

 Meeting of Directors BOD or Trustees shall present the following

 Meeting of Trustees during regular meeting of stockholders or
 Meeting of Stockholders members:
 Meeting of Members may be regular or a) The minutes of the most recent regular
special meeting which shall include, among others:
Regular and Special Meetings of Stockholders (1) A description of the voting and vote
or Members tabulation procedures used in the previous
Regular Meetings meeting;

 Held annually on a date fixed in the (2) A description of the opportunity given
bylaws, or if not so fixed, on any date to stockholders or members to ask
after April 15 of every year as questions and a record of the questions
determined by the board of directors or asked and answers given;
trustees (3) The matters discussed and resolutions
 Written notice of regular meetings shall reached;
be sent to all stockholders or members
of record at least twenty-one (21) days (4) A record of the voting results for each
prior to the meeting, unless a different agenda item;
period is required in the bylaws, law, or
regulation: Provided, further, That
(5) A list of the directors or trustees, officers h) Appraisals and performance reports for
and stockholders or members who the board and the criteria and procedure
attended the meeting; and for assessment;

(6) Such other items that the Commission i) A director or trustee compensation report
may require in the interest of good prepared in accordance with this Code and
corporate governance and the protection of the rules the Commission may prescribe;
minority stockholders.
j) Director disclosures on self-dealings and
b) A members’ list for nonstock related party transactions; and/or
corporations and, for stock corporations,
k) The profiles of directors nominated or
material information on the current
seeking election or reelection
stockholders, and their voting rights;
Special meetings of stockholders or members
c) A detailed, descriptive, balanced and
comprehensible assessment of the  Be held at any time deemed necessary or as
corporation’s performance, which shall provided in the bylaws: Provided, however,
include information on any material change That at least one (1) week written notice
in the corporation’s business, strategy, and shall be sent to all stockholders or
other affairs; members, unless a different period is
provided in the bylaws, law or regulation.
d) A financial report for the preceding year,
which shall include financial statements  The stock and transfer book or membership
duly signed and certified in accordance with book shall be closed at least seven (7) days
this Code and the rules the Commission before the scheduled date of the meeting.
may prescribe, a statement on the
adequacy of the corporation’s internal Place and Time of Meetings of Stockholders or
controls or risk management systems, and a Members
statement of all external audit and non-
audit fees;  Shall be held in the principal office of
the corporation as set forth in the
e) An explanation of the dividend policy and articles of incorporation, or, if not
the fact of payment of dividends or the practicable, in the city or municipality
reasons for nonpayment thereof; where the principal office of the
f) Director or trustee profiles which shall corporation is located: Provided, That
include, among others, their qualifications any city or municipality in Metro
and relevant experience, length of service in Manila, Metro Cebu, Metro Davao, and
the corporation, trainings and continuing other Metropolitan areas shall, for
education attended, and their board purposes of this section, be considered
representations in other corporations; a city or municipality

g) A director or trustee attendance report, Notice of meetings

indicating the attendance of each director  Shall be sent through the means of
or trustee at each of the meetings of the communication provided in the bylaws,
board and its committees and in regular or which notice shall state the time, place
special stockholder meetings; and purpose of the meetings.
Each notice of meeting shall further be Meetings of directors or trustees of
accompanied by the following: corporations

(a) The agenda for the meeting;  may be held anywhere in or outside of
the Philippines, unless the bylaws
(b) A proxy form which shall be submitted to
provide otherwise
the corporate secretary within a reasonable
 Notice of regular or special meetings
time prior to the meeting;
stating the date, time and place of the
(c) When attendance, participation, and voting meeting must be sent to every director
are allowed by remote communication or in or trustee at least two (2) days prior to
absentia, the requirements and procedures to the scheduled meeting, unless a longer
be followed when a stockholder or member time is provided in the bylaws. A
elects either option; and director or trustee may waive this
requirement, either expressly or
(d) When the meeting is for the election of
impliedly.
directors or trustees, the requirements and
 Directors or trustees who cannot
procedure for nomination and election.
physically attend or vote at board
meetings can participate and vote
through remote communication such as
Quorum in Meetings videoconferencing, teleconferencing, or
 A quorum shall consist of the other alternative modes of
stockholders representing a majority of communication
the outstanding capital stock or a  Directors or trustees cannot attend or
majority of the members in the case of vote by proxy at board meetings
nonstock corporations  A director or trustee who has a
potential interest in any related party
Regular and Special Meetings of Directors or transaction must recuse from voting on
Trustees; Quorum the approval of the related party
Transact a corporate business- At least majority transaction without prejudice to
of the directors or trustees as stated in the compliance with the requirements of
articles of incorporation shall constitute a Section 31 of this Code
quorum Who Shall Preside at Meetings
Election of officers - Shall require the vote of a  The chairman or, in his absence, the
majority of all the members of the board. president shall preside at all meetings
Regular Meetings of BOD or trustees- Shall be of the directors or trustees as well as of
held monthly, unless the bylaws provide the stockholders or members, unless
otherwise the bylaws provide otherwise

Special Meetings of BOD or trustees- may be Right to Vote of Secured Creditors and
held at any time upon the call of the president Administrators
or as provided in the bylaws  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 book
 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

Voting in Case of Joint Ownership of Stock

 consent of all the co-owners shall be

necessary in voting shares of stock
owned jointly by two (2) or more
persons, unless there is a written proxy,
signed by all the co-owners, authorizing
one (1) or some of them or any other
person to vote such share or shares