The Revised Corporation Code of the Philippines provides for the process on how the directors, trustees, stockholders, or members shall conduct their board meetings. Section 48 of the RCC states the meetings can either be regular or special. Section 52 of the Code provides that to constitute a quorum, the number of directors or trustees must be majority thereof, unless otherwise provided in the bylaws or in the articles of incorporation. It must be noted that this requirement is needed for every corporate decision, except for the election of officers which requires the majority vote of all the members of the board.
While regular meetings shall be held monthly, on the other hand, special meetings may be held at any time. This, however, is not fixed, as the bylaws may provide otherwise. Note that for special meetings, it is the president who calls for such meetings. For meetings, these can be done anywhere, whether in or outside of the Philippines. This is unless otherwise stated in the bylaws. At least two (2) days before the meeting, notices must be sent out to the directors or trustees. The notice requirement, however, may be waived impliedly or expressly. If the director or trustee is not able to physically make an appearance at the meeting, the law provides for a solution therein.
The Securities and Exchange Commission issued Memorandum Circular No. 6 on the Guidelines on The Attendance and Participation of Directors, Trustees, Stockholders, Members, And Other Persons of Corporations in Regular and Special Meetings Through Teleconferencing, Video Conferencing and Other Remote or Electronic Means of Communications. This is mentioned, as well, in the Revised Corporation Code. Note that proxy voting or attendance to the meetings are not allowed. According to this Memorandum, prior notice must be given to the Presiding Officer and Corporate Secretary for those who wish to participate in meetings through this means. Section 7 of the Memorandum provides for the procedure for the roll call. At the instruction of the Presiding Officer at the beginning of the meeting, the Corporate Secretary shall initiate such. Those in attendance shall give the following information to be recorded thereafter.
- Full name and position;
- Confirmation that he/she can clearly hear and/or see the other attendees;
- Confirmation that he/she received the Notice of the Meeting including the agenda and materials; and
- Specify the device being used (i.e., smartphone, tablet, laptop, desktop, television, etc.)”
Once the roll call has been completed, the Corporate Secretary shall then confirm the attendance of all that were mentioned and state that a quorum has been constituted in the meeting.
Sec 53 of the Revised Corporation Code states, as well, that it is the chairman who shall preside at all meetings. If otherwise unavailable, the president shall be the one who shall preside.
Need further information and assistance regarding how to conduct board meetings? Talk to our team at Duran & Duran-Schulze Law to know more about the requirements and process. Call us today at (+632) 8478 5826 or send an email to [email protected] for more information.