ESSAY 1

1.Distinguish proxy with voting trusts. Elaborate the rationale why they are adopted in corporate laws.

2.Distinguish regular meeting with special meetings of the stockholders.

3.What are the corporate documents required to be presented by the board of directors/trustees to stockholders/members during the regular meeting? Elaborate each corporate document.

4.On what grounds the meetings of the stockholders/members and the corporate actions that were resolved therein may be invalidated?

5.On what grounds the meetings of the board of directors/trustees and the corporate actions that were resolved by them may be invalidated?

6.State the distinctions in adopting articles of incorporation and bylaws of a domestic corporation.

7.Based on the provisions covered by this module, what are the possible grounds you have identified as basis to question the validity of a meeting?

ESSAY 2:

1.Can a regular Board Member designate one to represent him in a Board Meeting and in other deliberations of the Board?

2.The proposed amendment to the By-laws of a corporation is as follows: "A director who is absent without valid excuse from three consecutive regular meetings of the Board may be replaced as director at the discretion of the Board." Rule on the proposed amendments?

3.For valid delegation of the power to amend a bylaws of a domestic corporation, what are the requirements of the law in order for the board of directors to exercise the duly delegated power to amend?

4.The By-laws provides that trustees of the association shall hold office for three years and until their successors are duly elected and qualified." Under the foregoing provision, if the three-year term of office of the trustees expires and there was failure of election, does this mean that the incumbent trustees can still continue to act as trustees?

5.What does improperly held meeting mean?

Essay 3:

1. What are the distinctions between articles of incorporation and bylaws?

2. Comparing amendment of articles of Incorporation in Section 15 with the amendment of bylawsin Section 47, what are the distinctions that may be observed in terms of votes or written assent required and the delegation of powers? Formulate your observations by examining the provisions cited.

Amendment of Articles of Incorporation

Amendment of bylaws

SEC. 15. Amendments of Articles of Incorporation. - Unless otherwise prescribed by this Code or by special law, and for legitimate purposes, any provision or matter stated in the articles of incorporation may be amended by a majority vote of the board of directors or trustees and the vote or written assent of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock, without prejudice to the appraisal right of dissenting stockholders in accordance with the provision of this Code. The articles of incorporation of a nonstock corporation may be amended by the vote or written assent of majority of the trustees and at least two-thirds (2/3) of the members.

The original and amended articles together shall contain all provisions required by law to be set out in the articles of incorporation. Amendments to the articles shall be indicated by underscoring the change or changes made, and a copy thereof duly certified under oath by the corporate secretary and a majority of the directors or trustees, with a statement that the amendments have been duly approved by the required vote of the stockholders or members, shall be submitted to the Commission.

The amendments shall take effect upon their approval by the Commission or from the date of filing with the said Commission if not acted upon within six (6) months from the date of filing for a cause not attributable to the corporation.

SEC. 47. Amendment to Bylaws. - A majority of the board of directors or trustees, and the owners of at least a majority of the outstanding capital stock, or at least a majority of the members of a nonstock corporation, at a regular or special meeting duly called for the purpose, may amend or repeal the bylaws or adopt new bylaws. The owners of two-thirds (2/3) of the outstanding capital stock or two-thirds (2/3) of the members in a nonstock corporation may delegate to the board of directors or trustees the power to amend or repeal the bylaws or adopt new bylaws: Provided, That any power delegated to the board of directors or trustees to amend or repeal the bylaws or adopt new bylaws shall be considered as revoked whenever stockholders owning or representing a majority of the outstanding capital stock or majority of the members shall so vote at a regular or special meeting.

Whenever the bylaws are amended or new bylaws are adopted, the corporation shall file with the Commission such amended or new bylaws and, if applicable, the stockholders' or members' resolution authorizing the delegation of the power to amend and/or adopt new bylaws, duly certified under oath by the corporate secretary and a majority of the directors or trustees.

The amended or new bylaws shall only be effective upon the issuance by the Commission that the same is in accordance with this Code and other relevant laws.