| Article and Section Nos. |
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| Article I, Section 1 |
SECTION 1. ANNUAL MEETINGS. – The annual meeting of the stockholders shall be held at the principal office of the Corporation, in the City of Manila Philippines, at 10:00 o’clock in the morning, on the second Thursday of July in each year, unless such day shall be a legal holiday, when it shall be held on the next secular day following. |
SECTION 1. ANNUAL MEETINGS. – The annual meeting of the stockholders shall be held at the principal office of the Corporation, in the City of Manila, Philippines at 10:00 o’clock in the morning, on the second Thursday of July in each year; provided, that if such day is declared a legal holiday, the annual meeting shall be held on the next following Thursday that is not otherwise declared a legal holiday. Meetings of stockholders, whether regular annual or special ones, may also be held through any means of remote communication including, but not limited to, videoconferencing, teleconferencing, or a hybrid videoconference or teleconference setup or any other alternative mode of communication that will allow the stockholders a reasonable opp |
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| Article I, Section 3 |
SECTION 3. NOTICES. – Notice of the time and place of holding any annual meeting, or any special meeting of the stockholders, shall be given either by posting the same enclosed in a postage prepaid envelope, addressed to each stockholder of record entitled to vote, at the address left by such stockholder with the Secretary of the Corporation, or at his last known post-office address, or by delivering the same to him in person, at least seven days before the date set for such meeting. Every stockholder shall furnish the Secretary with the address at which notices of meetings and all other corporate notices may be served upon or mailed to him, and if any stockholder shall fail to furnish such address, notices may be served upon him by mail di |
SECTION 3. NOTICES. – Notice of the time and place of holding any annual meeting, or any special meeting of the stockholders, shall be given by posting the same enclosed in a postage prepaid envelope, at the address left by each stockholder with the Secretary of the Corporation, or at his last known post-office address; or by delivering the same to him in person; or by publication; or by electronic mail, digital messaging or other forms of remote communication as may be authorized by the Board of Directors provided the same shall not be inconsistent with law. Every stockholder shall furnish the Secretary with the address at which notices of meetings and all other corporate notices may be served upon or mailed to him, and if any stockholder |
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| Article I, Section 5 |
SECTION 5. VOTING. – At every meeting of the stockholders of the Corporation, every stockholder entitled to vote shall be entitled to one vote for each share of stock standing in his name on the books of the Corporation; Provided, however, that in the case of the election of the ten (10) members of the Board of Directors, every stockholder entitled to vote shall be entitled to accumulate his votes in accordance with the provision of law in such case made and provided, Every stockholder entitled to vote at any meeting of the stockholders may so vote by proxy, provided that the proxy shall have been appointed in writing by the stockholder himself, or by his duly authorized attorney. The instrument authorizing a proxy to act shall be exhibited |
SECTION 5. VOTING AND QUORUM. – At every meeting of the Corporation, every stockholder entitled to vote shall be entitled to do so in person or by proxy or in absentia or electronically or by other means as may be authorized by the Board of Directors, and, unless otherwise provided by law, such stockholder shall have one vote for each share of stock entitled to vote and recorded in his name in the books of the Corporation; provided, however, that in the case of the election of the ten (10) members of the Board of Directors, every stockholder entitled to vote shall be entitled to accumulate his votes in accordance with the provision of law in such case made and provided. Every stockholder entitled to vote at any meeting of the stockholders m |
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| Article I, Section 7 |
N/A |
SECTION 7. ORGANIZATION OF THE MEETING. – At every meeting of the stockholders, either the Chairman or the Vice Chairman, or, if both the Chairman or the Vice- Chairman be absent, a Chairman chosen by a majority of the stockholders present in person, attending through remote communication or by proxy and entitled to vote thereat, shall act as Chairman. The Secretary, or in his absence the Assistant Secretary, shall act as Secretary of all meetings of the stockholders. In the absence of the Secretary or Assistant Secretary from any such meeting, the Chairman of the meeting may appoint any person to act as Secretary of the meeting. |
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| Article II, Section 2 |
SECTION 2. QUORUM – The directors shall act only as a board, and the individual directors shall have no power as such. A majority of the directors of the Corporation, at a meeting duly assembled, shall be necessary to constitute a quorum for the transaction of business and the act of a majority of a quorum so present shall be valid as a corporate act, except in cases where the law provides otherwise. |
SECTION 2. QUORUM – The directors shall act only as a board, and the individual directors shall have no power as such. A majority of the directors of the Corporation, at a meeting duly assembled, shall be necessary to constitute a quorum for the transaction of business, and the act of a majority of a quorum so present shall be valid as a corporate act, except in cases where the law provides otherwise. In the case of a tie in the vote on any matter at a meeting of the board, the Chairman of the meeting shall have a casting vote in order to break the tie. In the absence of a quorum a majority of the directors present may adjourn any meeting from time to time until a quorum be had. Notice of any adjourned meeting need not be given. Directors |
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| Article II, Section 3 |
SECTION 3. PLACE OF MEETING – The Board of Directors shall have power to hold its meetings and to have one or more offices, within or outside of the Philippines, at such place or places as may be from time to time designated by it. |
SECTION 3. PLACE OF MEETING – The Board of Directors of the Corporation may hold its meetings at the principal office of the Corporation or at such other places within or without the Republic of the Philippines as the Board of Directors may from time to time determine or shall be specified or fixed in the respective notices or waivers of notice thereof. Meetings may also be held through any means of remote communication including, but not limited to, videoconferencing, teleconferencing, or through a hybrid videoconference or teleconference setup or any other alternative mode of communication that will allow the director a reasonable opportunity to participate, provided that the conduct of meeting shall observe the procedures and guidelines |
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| Article II, Section 4 |
SECTION 4. ELECTION AND MEETINGS – The Board shall meet as soon as may be practicable, after the annual meeting of stockholders and elect officers for the coming year. The Board of Directors shall hold regular monthly meetings, at such time and place as the Board of Directors may prescribe. Special meetings of the Board of Directors may be called by the President or by written request of any two - directors. Notices of all special meetings of the Board of Directors shall be mailed to each director at his last known post-office address, or delivered to him personally, or left at his office or transmitted by telegraph or telephone at least two days previous to the date fixed for the meeting. No notice need be given of regular meetings of the |
SECTION 4. ELECTION AND MEETINGS – The Board of Directors shall meet as soon as practicable, after the annual meeting of stockholders and elect officers for the coming year. The Board of Directors shall hold regular monthly meetings, at such time and place as the Board of Directors may prescribe. Special meetings of the Board of Directors may be called by the President or by written report of any two directors. Notices of regular or special meetings of the Board of Directors shall be mailed to each director at his last known post-office address; or delivered to him personally, or left at his office or transmitted by telegraph or telephone; or by electronic mail, digital messaging or other forms of remote communication as may be authorized b |
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| Article III, Section 1 |
SECTION 1. EXECUTIVE OFFICERS – The executive officers of the Corporation shall be a President, one or more Vice – Presidents, a Treasurer and a Secretary, all of whom shall be elected by the Board of Directors. The Treasurer shall be ex–officio an assistant secretary, and the secretary shall ex–officio an assistant treasurer, or the same person may hold the officers and perform the duties of both secretary and treasurer. |
SECTION 1. EXECUTIVE OFFICERS – The executive officers of the Corporation shall consist of a President, one or more Vice Presidents, a Treasurer, a Secretary, an Assistant Treasurer, and Assistant Secretary (if deemed necessary), and such other officers as may from time to time be elected or appointed by the Board of Directors. The Treasurer shall be ex officio an Assistant Secretary, and the Secretary shall be ex-officio an Assistant Treasurer, or the same person may hold the offices and perform the duties of both Secretary and Treasurer. |
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| Article V, Section 3 |
SECTION 3. LOSS OR DESTRUCTION OF CERTIFICATES – If certificates of stock are lost or destroyed, the following procedure shall be followed for the issuance by the corporation of new certificates of stock in lieu of those which have been lost, stolen or destroyed; (a) The registered owner of certificates of stock in this Corporation or his legal representative shall file an affidavit, in triplicate, with the Corporation setting forth, if possible, the circumstances as to how, when and where said certificates were lost, stolen or destroyed, the number of shares represented by each certificate and the series numbers of the certificates. He shall also submit such other information and evidence which he may deem necessary. (b) After verifying |
SECTION 3. LOSS OR DESTRUCTION OF CERTIFICATES. – The following procedure shall be followed in issuing new certificates of stock in lieu of those which have been lost, stolen or destroyed: (a) The registered owner of a certificate of stock in this Corporation or such person’s legal representative shall file with the Corporation an affidavit in triplicate setting forth, if possible, the circumstances as to how, when and where said certificate was lost, stolen or destroyed, the number of shares represented by such certificate and the serial number of the certificate. He shall also submit such other information and evidence as may be deemed necessary. (b) After verifying the affidavit and other information and evidence with the books of the |
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