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Chapter III: BY LAWS 1. Nature of by Laws

This document outlines the nature, purpose, adoption process, and content requirements for corporate by-laws under Philippine law. By-laws regulate a corporation's internal affairs and are binding to members but not third parties. They must be adopted within one month of incorporation by majority stockholder vote or filed beforehand and approved by all incorporators. By-laws detail procedures for meetings, voting, elections, and officers and become effective once certified by the SEC as consistent with the Corporation Code. They may later be repealed or amended by majority stockholder or board vote, or fully delegated to the board by 2/3 stockholder approval.

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Alvin Aparijado Emolaga
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34 views3 pages

Chapter III: BY LAWS 1. Nature of by Laws

This document outlines the nature, purpose, adoption process, and content requirements for corporate by-laws under Philippine law. By-laws regulate a corporation's internal affairs and are binding to members but not third parties. They must be adopted within one month of incorporation by majority stockholder vote or filed beforehand and approved by all incorporators. By-laws detail procedures for meetings, voting, elections, and officers and become effective once certified by the SEC as consistent with the Corporation Code. They may later be repealed or amended by majority stockholder or board vote, or fully delegated to the board by 2/3 stockholder approval.

Uploaded by

Alvin Aparijado Emolaga
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as DOCX, PDF, TXT or read online on Scribd
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Chapter III: BY LAWS

1. Nature of By Laws
The by-laws are the rules and regulations or private laws enacted by the corporation
to regulate, govern and control its own actions, affairs and concerns and its
stockholders or members and directors and officers with relation thereto and among
themselves in their relation to it.
Purpose of by-laws: to regulate the conduct and define the duties of the members
towards the corporation and among themselves.
2. Period of Adoption of By-Laws
a. Within one (1) month after receipt of official notice of the issuance of its
certificate of incorporation by SEC, the corporation must adopt a code of by-laws for
its government; or
b. The by-laws may be adopted and filed prior to incorporation where it shall be
approved and disgned by all the incorporators and submitted to SEC, together with
the AOI.
3. How Adopted:
a. if it is fled 1 month after issuance of certificate of incorporation
By affirmative vote of the majority of the stockholders, and
By-laws shall be signed by stockholders or members voting for them one
copy kept in office of the corporation and another copy sent to SEC as
certified by the majority of the BOD/BOT and countersigned by the Secretary
of the corporation
b. by-laws is filed together with the AOI
Must be approved and signed by all the incorporators; and
Must be submitted to SEC with the AOI
4. Effectivity of By-Laws:
The by-laws shall be effective only upon issuance by SEC of a certification that the
by-laws are not inconsistent with the Corporation Code.
5.Binding Effect of By-Laws to Third Parties
GR: Third persons are not bound by the by-laws
Reason: they are self-imposed and they have no status of a public law.
Exception: when they have knowledge of the provisions either actually or
constructively
6. Content of the By-Laws
1. The time, place and manner of calling and conducting regular or special meetings
of the directors or trustees;

2. The time and manner of calling and conducting regular or special meetings of the
stockholders or members;
3. The required quorum in meetings of stockholders or members and the manner of
voting therein;
4. The form for proxies of stockholders and members and the manner of voting
them;
5. The qualifications, duties and compensation of directors or trustees, officers and
employees;
6. The time for holding the annual election of directors of trustees and the mode or
manner of giving notice thereof;
7. The manner of election or appointment and the term of office of all officers other
than directors or trustees;
8. The penalties for violation of the by-laws;
9. In the case of stock corporations, the manner of issuing stock certificates; and
10. Such other matters as may be necessary for the proper or convenient
transaction of its corporate business and affairs.
7. How By-Laws May be Repealed or New By-Laws Adopted:
a. By the Stockholders or members approval
Majority vote of the BOD/BOT
Majority vote of the stockholders or members in a meeting duly called for
that purpose
b. As delegated to the BOD/BOT
2/3 vote of stockholders or members

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