Chapter 10 Meetings & One Person Corporation

Each notice of meeting shall further be accompanied by the following:

(a) The agenda for the meeting; (b) A proxy form which shall be submitted to the corporate secretary within a reasonable time prior to the meeting; (c) When attendance, participation, and voting are allowed by remote communication or in absentia, the requirements and procedures to be followed when a stockholder or member elects either option; and (d) When the meeting is for the election of directors or trustees, the requirements and procedure for nomination and election. (Sec. 50, Revised Corporation Code)

Who may attend and vote in behalf of the stockholders or members without need of any written proxy?

ANSWER: 1. Executors 2. Administrators 3. Receivers 4. Other legal representatives (Section 54)

Generally, the following are allowed to incorporate One Person Corporation (OPC), except: a. estate b. banks c. natural person d. trust e. all are allowed to incorporate OPC

ANSWER: B, Section 116 Revised Corporation Code

Generally, __________ of stockholders or members shall be held annually on a date fixed in the bylaws. a. Special meetings b. Regular meetings c. Contingent meetings d. None of the above

ANSWER: B. Regular meetings SOURCE: Sec. 49 (Revised Corporation Code)

______ and ______ has the right, to vote shares belonging to the estate of his decedent, and it can make no difference that the share stand on the books of the corporation in the name of the decedent.

ANSWER: Executor and administrator (Section 53, Revised Corporation Code)

A One Person Corporation shall indicate the letters "OPC" either at the beginning or at the end of its corporate name.

ANSWER: False EXPLANATION: Sec. 120 of Revised Corporation Code only states that OPC shall be either below or at the end of its corporate name.

Give the kinds of Meetings.

ANSWER: Meetings of directors, trustees, stockholders, or members may be regular or special. ( section 48)

Unless otherwise provided in the Revised Corporation Code or in the bylaws, a _______ shall consist of the stockholders representing a majority of the outstanding capital stock or a majority of the members in the case of nonstock corporations.

ANSWER: Quorum SOURCE: Sec. 51 (Revised Corporation Code)

The board of directors should prepare a director or trustee attendance report, indicating the attendance of each director or trustee at each of the meetings of the board and its committees and in regular or special stockholder meetings to be presented to the stockholders or members of the corporation.

ANSWER: TRUE. (Section 49)

_________ shares shall have no voting right as long as such shares remain in the Treasury.

ANSWER: Treasury (section 56)

Treasury shares shall have no voting right as long as such stock remains in the treasury.

ANSWER: True (Section 57, Revised Corporation Code)

Unless the bylaws provide otherwise, regular meetings of the board of directors or trustees of every corporation shall be held: a. weekly b. monthly c. semi- monthly d. quarterly

ANSWER: b. (Section 52)

Who shall preside at meetings? a. Directors. b. Trustees. c. President. d. Stockholders.

ANSWER: c. President.(Section 54, Revised Corporation Code)

That written notice of regular meetings shall be sent to all stockholders or members of record _________________ prior to the meeting, unless a different period is required in the bylaws, law, or regulation. a. at least ten (10) days b. at least fifteen (15) days c. at least twenty (20) days d. none of the above

Ans: D. none of the above, at least twenty-one (21) days (Section 49, Revised Corporation Code)

The written notice of regular meetings may be sent to all stockholders or members of record through mail only.

Ans: False, it can be through electronic mail or such other manner as the Commission shall allow under its guidelines. (Section 49, Revised Corporation Code)

The _____ shall execute and deliver to the transferors, voting trust certificates, which shall be transferable in the same manner and with the same effect as certificates of stock.

Ans: Trustee(s) Sec. 58

Notice of any meeting may be waived, expressly or impliedly, by any stockholder or member provided that ___________________ of notice in the articles of incorporation or the bylaws shall not be allowed.

Ans: general waivers (Section 49, Revised Corporation Code)

Who are the person/s that may have a regular or special kind of meetings?

Answer: - Directors; - Trustees; - Stockholders or; - Members (See Section 48 of Revised Corporation Code)

Notice of meetings shall be sent through the means of communication provided in the bylaws, which notice shall state the _____, ______ and _______ of the meetings.

Answer: 1. time 2. place 3. purpose Source: Sec. 50

At each regular meeting of stockholders or members, the board of directors or trustees shall endeavor to present to stockholders or members the minutes of the most recent regular meeting which shall include?

Answer: (1) A description of the voting and vote tabulation procedures used in the previous meeting; (2) A description of the opportunity given to stockholders or members to ask questions and a record of the questions asked and answers given; (3) The matters discussed and resolutions reached; 4) A record of the voting results for each agenda item; (5) A list of the directors or trustees, officers and stockholders or members who attended the meeting; and (6) Such other items that the Commission may require in the interest of good corporate governance and the protection of minority stockholders. Source: SEC. 49. Regular and Special Meetings of Stockholders or Members.

A One Person Corporation shall file articles of incorporation in accordance with the requirements under Section ___ of the Revised Corporation Code.

Answer: 14 (Section 118)

Written notice of regular meetings shall be sent to all stockholders or members of recors at least __________ days prior to the meeting, unless a different period is required in the bylaws, law, or regulation.

Answer: 21 days (Section 49 of Revised Corporation Code)

Unless the bylaws provide for a longer period, the stock and transfer book or membership book shall be closed at least ______ days for special meetings before the scheduled date of the meeting.

Answer: 7 days SEC. 49. Regular and Special Meetings of Stockholders or Members. RCC

All are requisite of notice of meetings except: (Sec. 51) a. It must not be issued by the one who has authority to issue it b. It must state the business to be transacted thereat c. It must be in writing d. it must be issued by the one who has authority to issue it

Answer: A

Which of the following is not correct? a. A detailed, descriptive, and quantitative assessment of the corporation's performance shall include information on any material change in the corporation. b. An explanation of the dividend policy and the fact of payment of dividends or the reasons for nonpayment thereof shall be presented to the stockholder in the regular meetings. c. A and B d. None

Answer: A (Section 49)

When so authorized in the bylaws or by a majority of the board of directors, the stockholders or members of corporations may also vote through remote ______ or in absentia. a. communication b. selection c. motion d. action

Answer: A (See SEC. 57. Manner of Voting; Proxies)

Meetings shall be held in the city or municipality where the _________ of the corp. is located. a. Principal Office b. Admin Office c. Office of the President d. CEO Office

Answer: A, Section 51 Revised Corp. Code

The principles of piercing the corporate veil applies with _____ force to One Person Corporations as with other corporations. A. Equal B. Inequal C. Equitable D. Equilibrium

Answer: A. Equal Source: Section 130 of the Revised Corporation Code.

Special meetings of stockholders or members shall be held at any time deemed necessary or as provided in the bylaws: Provided, however, That at least _______ week written notice shall be sent to all stockholders or members, unless a different period is provided in the bylaws, law or regulation. A.) one B.) two C.) three D.) four

Answer: A. Source: Sec. 49

The trustee or trustees shall execute and deliver to the transferors, ______________, which shall be transferable in the same manner and with the same effect as certificates of stock. A. Voting Trust Certificates B. Certificate of Incorporation C. Articles of Incorporation D. Trustee Agreement Contract

Answer: A. Voting Trust Certificates SEC. 58. Voting Trusts. RCC

No proxy shall be valid and effective for a period longer than _______ years at any one time. A. five (5) B. six (6) C. ten (10) D. fifteen (15)

Answer: A. five (5) (Sec 57 Revised Corp Code)

Meetings of directors, trustees, stockholders, or members may be _________. A. Regular or Special B. Irregular or Special C. Regular or Magical D. Irregular or Magical

Answer: A. regular or special Source: Corporation Code Sec. 48

The right to vote of stockholders or members may be exercised in person, through a proxy, or when so authorized in the bylaws, through remote communication or in ________.

Answer: Absentia (Revised Corporation Code, Sec. 49)

When so authorized in the bylaws or by a majority of the board of directors, the stockholders or members of corporations may also vote through remote communication or in ______.

Answer: Absentia (see section 57 of RCC)

Regular Meetings of stockholders or members shall be held annually on a date fixed in the bylaws, or if not fixed, on any date after ___________ of every year.

Answer: April 15 , Section 49 Revised Corporation Code

Unless the bylaws provide for a longer period, the stock and transfer book or membership book shall be closed at least days for regular meetings and days for special meetings before the scheduled date of the meeting. A. ten (10), six (6) B. twenty (20), seven (7) C. thirty (30), eight (8) D. forty (40), nine (9)

Answer: B (Section 49, Revised Corporation Code)

Generally, one or more stockholders of a stock corporation may create a voting trust for the purpose of conferring upon a trustee/s the right to vote and other rights pertaining to the shares for a period not exceeding ________ at any time. a. 1 year b. 5 years c. 10 years d. 15 years

Answer: B (see Revised Corporation Code, Sec. 58)

The person who shall preside at all meetings of the directors or trustees as well as of the stockholders or members, unless the bylaws provide otherwise. a. President b. Chairman c. Vice-President d. Stockholders

Answer: B. See Revised Corporation Code Section 53

The following are requisites for a valid meeting of stockholders or members EXCEPT: a. it must be held at the proper place b. there must be a quorum c. it must be called by improper person d. there must be a previous notice

Answer: C. (Sec.50)

_______ shall have no voting right as long as such shares remain in the Treasury. A. Joint Shares B. Preferred stocks C. Treasury shares D. Ordinary shares

Answer: C. Treasury share (Section 56 of RCC )

A __________ who has a potential interest in any related party transactions must recuse from voting on the approval of the related party transaction without prejudice to compliance with the requirements of Section 31 of this code. a) stockholder-grantor b) proxies c) director or trustee d) chairman

Answer: C. director or trustee (Section 49 of Revised Corporation Code)

A director or trustee may waive this requirement, a. expressly. b. impliedly. c. either expressly or impliedly. d. none of the above

Answer: C. either expressly or impliedly. (Revised Corporation Code, Section 52)

The _____ of the nominee and alternate nominee shall be attached to the application for incorporation. Such consent may be withdrawn in writing any time before the _______ of the single stockholder. a. consent; delay b. oral consent; force majeure c. written consent; death or incapacity d. written consent; accident

Answer: C. written consent; death or incapacity (Sec. 126 - Revised Corp Code)

At each regular meeting of stockholders or members, the board of directors or trustees shall endeavor to present to stockholders or members the following EXCEPT: A.) A members' list for non-stock corporations and, for stock corporations, material information on the current stockholders, and their voting rights B.) A financial report for the preceding year, which shall include financial statements duly signed and certified in accordance with this Code and the rules the Commission may prescribe, a statement on the adequacy of the corporation's internal controls or risk management systems, and a statement of all external audit and non-audit fees C.) A proxy form which shall be submitted to the corporate secretary within a reasonable time prior to the meeting D.) Appraisals and performance reports for the board and the criteria and procedure for assessment.

Answer: C.) A proxy form which shall be submitted to the corporate secretary within a reasonable time (Revised Corporation Code, Sec. 49)

The ____ for a meeting is exercised bu the person who has the power to call the meeting

Answer: Call (Sec. 51)

The _________or, in his absence, the _________shall preside at all meetings of the directors or trustees as well as of the stockholders or members, unless the bylaws provide otherwise.

Answer: Chairman, President (Revised Corp Code; Sec. 53)

The One Person Corporation is not required to submit and file ________.

Answer: Corporate By-Laws (Sec. 119, Revised Corporation Code)

These are the persons ho has a potential interest in any related party transaction that must rescue from voting on the approval of any related party transaction without prejudice to compliance with the requirements of Section 31. a. partner b. director c. trustee d. both b and c

Answer: D (Section 52 of Revised Corporarion Code)

The single stockholder shall be the __________ and ____________ of the One Person Corporation. a. top stockholder; member b. manager; Chief Executive Office c. head officer; trustee d. sole director; president

Answer: D. sole director; president (See Section 121 of Revised Corporation Code)

Notice of any meeting may be waived, _______ or _________, by any stockholder or member.

Answer: Expressly or Impliedly Source: Sec. 49

A One Person Corporation, having only a single stockholder, doesn't need to maintain a minutes book that contain all actions, decisions, and resolutions taken by the corporation.

Answer: FALSE, Section 127 Revised Corporation Code

TRUE or FALSE: Treasury shares shall have voting right as long as such shares remain in the Treasury.

Answer: FALSE, Treasury shares shall have NO voting right (see Revised Corporation Code, Section 56)

Directors or trustees will not be able to participate and vote if they do not physically attend or vote at board meetings.

Answer: False ( Section51)

A director, trustee, stockholder, or member may not propose any other matter for inclusion in the agenda at any regular meeting of stockholders or members.

Answer: False (Revised Corporation Code, Sec 49)

Stockholders' or members' meetings, whether regular or special, may be held anywhere.

Answer: False (Sec. 51)

Banks and quasi-banks, pre-need, trust, insurance, public and publicly listed companies, and non-chartered government-owned and -controlled corporations may not incorporate as a One Person Corporation.

Answer: False (Section 116)

The right to vote of stockholders or members could not be exercised in person, even through a proxy, or when so authorized in the by laws, through remote communication or in absentia.

Answer: False (Section 49 of Revised Corporation Code)

All proceedings and any business transacted at a meeting of the stockholders or members, if within the powers of authority of the corporatuon shall not be valid even if the meeting is improperly held or called.

Answer: False (Section 51 of the Revised Corporation Code, All proceedings and any business transacted at a meeting of the stockholders or members, if within the powers of authority of the corporatuon shall not be VALID even if the meeting is improperly held or called.)

The One Person Corporation must submit and file corporate bylaws as soon as the they are registered.

Answer: False (See Section 119 of Revised Corporation Code)

Meeting of the directors, trustees, stockholders, or members may be irregular or magical

Answer: False Source: Corporation Code Sec. 48

The incorporator of an OPC being a natural or juridical person must be of legal age.

Answer: False, only a natural person, trust, or an estate may form a One Person Corporation. (Sec. 116, Revised Corporation Code)

A director, trustee, stockholder, or member may propose any other matter for inclusion in the agenda only at any special meeting of stockholders or members.

Answer: False. See Revised Corporation Code Section 49

A One Person Corporation shall maintain a ______ book which shall contain all actions, decisions, and resolutions taken by the One Person Corporation.

Answer: Minute Source Section 127 of the Revised Corporation Code

Stockholders' or members' meetings, whether regular or special, shall be held in the _____ 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 of the corporation is located

Answer: Principal Source: Corporation Code Sec. 50

_____________ meetings of the board of directors or trustees of every corporation shall be held monthly, unless the bylaws provide otherwise.

Answer: Regular (Sec. 52 Revised Corp Code)

_________ meetings of stockholders or members shall be held annually on a 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 trustees. a. Regular b. Special c. Both a and b d. None of the above

Answer: Regular Source: SEC. 49. Regular and Special Meetings of Stockholders or Members.

_________________may be held at any time deemed necesary or a s provided in the by laws

Answer: Special Meetings (Sec.51)

They shall have the right to attend and vote at meetings of stockholders unless the secured creditor is expressly given by them.

Answer: Stockholder-grantor ( Section 54)

Executors, administrators, receivers, and other legal representatives duly appointed by the court may attend and vote in behalf of the stockholders or members without need of any written proxy.

Answer: T (See Sec. 54 Right to Vote of Secured Creditors and Administrators)

Meetings of directors or trustees of corporations may be held anywhere in or outside of the Philippines, unless the bylaws provide otherwise

Answer: TRUE Source: Sec. 52

In case of death if the single stockholder, the nominee or alternate nominee shall transfer the shares to the duly designated legal heir or estate within seven (7) days from receipt of either an affidavit of heirship or self-adjudication executed by a sole heir, or any other legal document declaring the legal heirs of the single stockholder and notify the Commission of the transfer.

Answer: TRUE Source: Section 132 of the Revised Corporation Code

When so authorized in the bylaws or by a majority of the board of directors, the stockholders or members of corporation may also vote through remote communication or in absentia provided that:

Answer: The votes are received before the corporation finishes the tally of votes (see Revised Corporation Code, Sec. 57)

_______________ shall have no voting right as long as such shares remain in the Treasury.

Answer: Treasury shares (Sec. 56)

Unless the bylaws provide for a longer period, the stock and transfer book or membership book shall be closed at least twenty (20) days for regular meetings and seven (7) days for special meetings before the scheduled sate of the meeting.

Answer: True (Revised Corp Code; Sec. 49)

Unless expressly renewed, all rights granted in a voting trust agreement shall automatically expire at the end of the agreed period.

Answer: True (Revised Corporation Code, Section 58)

Unless otherwise provided in this Code or in the bylaws, a quorum shall consist of the stockholders representing a majority of the outstanding capital stock or a majority of the members in the case of nonstock corporations.

Answer: True (Sec 51 Revised Corp Code)

Meetings of directors, trustees, stockholders, or members may be regular or special

Answer: True (Sec. 49)

Notice of any meeting may be waived, expressly or impliedly, by any stockholder or member

Answer: True (Sec.50)

Stockholders and members may vote in person or proxy in all meetings of stockholders or members.

Answer: True (Section 57 of RCC)

No voting trust agreement shall be entered into for purposes of circumventing the laws against anti-competitive agreements, abuse of dominant position, anti-competitive mergers and acquisitions, violation of nationality and capital requirements, or for the perpetuation of fraud.

Answer: True (Section 58, Revised Corporation Code)

Executors, administrators, receivers, and other legal representatives duly appointed by the court may attend and vote in behalf of the stockholders or members without need of any written proxy.

Answer: True (section 54)

Directors or trustees who cannot physically attend or vote at board meetings can participate and vote through remote communication.

Answer: True SEC. 52. Regular and Special Meetings of Directors or Trustees; Quorum. RCC

Regular meetings of the board of directors or trustees of every corporation shall be held monthly, unless the bylaws provide otherwise.

Answer: True Source: SEC. 52. Regular and Special Meetings of Directors or Trustees; Quorum.

Notice of meetings shall be sent through the means of communication provided in the bylaws, which notice shall state the time, place and purpose of the meetings.

Answer: True Source: Sec. 50

The pledgor or mortgagor of shatem in the absence of agreement to the contrary, if the shate remain in his name on the books of the corporation has the right to attend and vote at meetings of stockholders.

Answer: True, Section 55 Revised Corp. Code

Under the revised corporation code, who shall preside at meetings? a. The chairman b. The president c. The secretary d. The treasurer

Answer: a. The chairman (Sec. 53)

Directors or trustees cannot attend or vote __________ at board meetings.

Answer: by proxy (Revised Corporation Code, Section 52)

Which of the following statements about the manner of voting is TRUE? a. A stockholder or member who participates through remote communication or in absentia shall be deemed absent for the purposes of quorum b. Proxies shall be in writing, signed and filed, by the stockholder or member, in any form maybe authorized or not in the bylaws c. The corporation shall establish the appropriate requirements and procedures for voting d. All of the above

Answer: c. Section 57 of the Revised Corporation Code of the Philippines

What kind of notice shall be send out to stockholders and members before a meeting? a. Memorandum b. Oral notice c. Written notice d. Request notice

Answer: c. Written notice (Revised Corp Code; Sec. 49)

Special meetings of stockholders or members shall be held at any time deemed necessary or as provided in the bylaws: Provided, however, That ______written notice shall be sent to all stockholders or members, unless a different period is provided in the bylaws, law or regulation a. 5 working days b. At least 24 hours c. at least 1 week d. 3 days prior

Answer: c. at least 1 week (Section 49 of the Revised Corporation Code)

The or, in his absence, the president shall preside at all meetings of the directors or trustees as well as of the stockholders or members, unless the bylaws provide otherwise.

Answer: chairman (Section 53, Revised Corporation Code)

The articles of incorporation consists of the following except: a. Names of the nominee b. Residence addresses of the nominee c. Contact details of the alternate nominee d. Written consent of the nominee

Answer: d (Section 124)

A _______ who has a potential interest in any related party transaction must recuse from voting on the approval of the related party transaction without prejudice to compliance with the requirements of Section 31 of this Code.

Answer: directors or trustees (See SEC. 52. Regular and Special Meetings of Directors or Trustees; Quorum)

The right to vote of stockholders or members may be exercised in person, through a proxy, or when so authorized in the bylaws, through remote communication or _________.

Answer: in absentia. See Revised Corporation Code Section 49

Meetings of directors, trustees, stockholders, or members may be _________.

Answer: regular or special (Sec 48 - Revised Corp Code)

A ______may propose the holding of a special meeting and items to be included in the agenda.

Answer: stockholder or member (Section 49 of the Revised Corporation Code)

That a natural person who is licensed to exercise a profession may not organize as a One Person Corporation for the purpose of exercising such profession except as otherwise provided under special laws.

Answer: true (Section 116 of the Revised Corporation Code)

The consent of all the co-owners shall be necessary in voting shares of stock owned jointly by ________ persons, unless there is a written proxy, signed by all the co-owners, authorizing one or some of them or any other person to vote such share or shares.

Answer: two or more Section 55 of the Revised Corporation Code of the Philippines

___________ shares shall have no voting right as long as such stock remains in the _______.

Answers: Treasury, Section 57 Revised Corp. Code

One Person Corporation shall not be required to have a minimum authorized capital stock except as otherwise provided by special law.

TRUE (Sec 117 - Revised Corp Code)

Special meetings of the board of directors or trustees may be held at any time upon the call of the president or as provided in the bylaws.

TRUE (Sec. 52 of the revised corp code)

Within ___ days from the issuance of its certificate of incorporation, the One Person Corporation shall appoint a treasurer, corporate secretary, and other officers as it may deem necessary, and notify the Commission thereof within ___ days from appointment. a. 15; 5 b. 5; 15 c. 10; 7 d. 60; 7

ans. A. (Sec 122)

A quorum means a. number of present stockholders/members to make a valid decision b. number of present stockholders/members who voted c. 2/3 of present stockholders/members to make a valid decision d. 2/3 of present stockholders/members who voted

answer: A (sec 51)

A stockholder or member who participates through _______________, shall be deemed present for purposes of quorum.

answer: remote communication or in absentia(sec 57)

The president shall supervise all the meetings of directors or trustees and of the stockholders or members.

answer: true (sec 54), pg 394 de leon