Rights and Obligations of Shareholders
Rights and Obligations of Shareholders
Rights and Obligations of Shareholders
For special meetings, which are held at any time deemed necessary or as
may be provided in the by-laws, notice to stockholders of record must
be given at least one (1) week prior to the meeting, unless otherwise
provided in the by-laws.
Quorum in meetings
Right to vote
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the stockholders holding or representing at least two-thirds (2/3) of the Code
outstanding capital stock.
b) The vote of such director or trustee was not necessary for the
approval of the contract;
If either (a) or (b) above, or both, are absent, the contract may be ratified
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by the vote of the stockholders representing at least two-thirds (2/3) of
the outstanding capital stock, as long as full disclosure of the adverse
interest of the directors involved is made at the meeting called for the
purpose.
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representing at least two-thirds (2/3) of the outstanding voting and non-
voting capital stock.
Directors and officers may also be granted stock options with the
approval of stockholders representing at least two-thirds (2/3) of the
outstanding voting and non-voting capital stock.
12. Power to Increase or Decrease Capital Stock or Incur or Create Bonded Section 38 of
Indebtedness the
Corporation
The increase or decrease in capital stock or the incurring, creation or Code
increase of bonded indebtedness of the corporation must be approved by
a majority vote of the board of directors and two-thirds (2/3) of the
outstanding capital stock (includes voting and non-voting shares).
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business or for any purpose other than the primary purpose for which it
was incorporated when approved by a majority of the board of directors
and ratified by the stockholders representing at least two-thirds (2/3) of
the outstanding capital stock (includes voting and non-voting shares).
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or jointly, must submit within five (5) business days after
the acquisition of at least 5% beneficial ownership of any
class of shares, to the issuer corporation, the Philippine
Stock Exchange (PSE), and to the Securities and
Exchange Commission (SEC) a sworn statement
containing the information required by SEC Form 18-A,
such as personal background, identity, residence, purpose
of the purchase of shares, and including information on
any contracts or arrangements in relation to the shares of
the issuer.
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corporation, must within ten days after the close of each
calendar month, give a report to the PSE and the SEC of
any change in his beneficial ownership of shares of the
corporation that occurred during any calendar month.