Sample By-Laws – Philippines

Section 46 of the Corporation Code provides that a corporation must adopt its by-laws within one month after receipt of official notice of the issuance of its certificate of incorporation by the Securities and Exchange Commission (SEC). (Corporation Code, sec. 46).  The matters that are included in the by-laws are:

(a)     The time, place and manner of calling and conducting regular or special meetings of the directors or trustees;

(b)     The time and manner of calling and conducting regular or special meetings of the stockholders or members;

(c)     The required quorum in meetings of stockholders or members and the manner of voting therein;

(d)     The form for proxies of stockholders and members and the manner of voting them;

(e)     The qualifications, duties and compensation of directors or trustees, officers and employees;

(f)     The time for holding the annual election of directors of trustees and the mode or manner of giving notice thereof;

(g)     The manner of election or appointment and the term of office of all officers other than directors or trustees;

(h)     The penalties for violation of the by-laws;

(i)     In the case of stock corporations, the manner of issuing stock certificates; and

(j)   Such other matters as may be necessary for the proper or convenient transaction of its corporate business and affairs.

Sample by-laws can be found here.

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