c. Meetings

Stockholders' and Members' Meetings: Bylaws, Schedule, Place, and Notice Requirements

Under the Revised Corporation Code, a private corporation may provide in its bylaws the time, place, and manner of calling and conducting regular or special meetings of directors or trustees, and the time and manner of calling and conducting regular or special meetings of stockholders or members, including the required quorum, voting procedures, proxy forms, and modes of attendance and voting¹. Regular meetings of stockholders or members are held annually on the date fixed in the bylaws, or if not so fixed, on any date after April 15 of every year as determined by the board of directors or trustees². Written notice of regular meetings may be transmitted to all stockholders or members of record through electronic mail or such other manner allowed under the guidelines of the Commission².

Stockholders' or members' meetings, whether regular or special, must be held in the principal office of the corporation as set forth in the articles of incorporation, or if not practicable, in the city or municipality where the principal office is located; for this purpose, any city or municipality in Metro Manila, Metro Cebu, Metro Davao, or another metropolitan area is considered a city or municipality³. Notice of meetings must be sent through the means of communication provided in the bylaws, stating the time, place, and purpose of the meeting, and accompanied by the following:

• The agenda for the meeting³;
• A proxy to be submitted to the corporate secretary within a reasonable time prior to the meeting³;
• The requirements and procedures to be followed when attendance, participation, and voting are allowed by remote communication or in absentia³; and
• When the meeting is for the election of directors or trustees, the requirements and procedure for nomination and election³.

At each regular meeting, the board of directors or trustees must endeavor to present the minutes of the most recent regular meeting, which must detail voting and tabulation procedures, records of questions asked and answers given, matters discussed, resolutions reached, voting results for each agenda item, and a list of attendees². Additionally, all proceedings and any business transacted at a meeting of the stockholders or members within the powers or authority of the corporation shall be valid even if the meeting is improperly held or called, subject to the conditions established by law³.