BVR & ASSOCIATES
  • HOME
  • OUR SERVICES
  • About
  • Articles
  • LAW
  • CPA REVIEW

a collections of case digests and laws that can help aspiring law students to become a lawyer


BY - LAWS (Sample)

3/17/2018

0 Comments

 
BY –LAWS
 
of
 
 
_____________________________________
(Name of Corporation)
 

  1. THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING REGULAR OR SPECIAL MEETINGS OF THE DIRECTORS.

  2. Regular meetings of the board of directors of the corporation shall be held monthly, unless the by-laws provide otherwise.

  3. Special meetings of the board of directors may be held at any time upon the call of the president or as provided in the by-laws

  4. Meetings of directors may be held anywhere in or outside of the Philippines, unless the by-laws provide otherwise. Notice of regular or special meetings stating the date, time and place of the meeting must be sent to every director or trustee at least one (1) day prior to the scheduled meeting, unless otherwise provided by the by-laws. A director may waive this requirement, either expressly or impliedly.
 
  1. THE TIME AND MANNER OF CALLING AND CONDUCTING REGULAR OR SPECIAL MEETINGS OF THE STOCKHOLDERS.
 
  1. Regular or annual meetings of stockholders shall be held annually on  ___________________________________ .

  2. Written notice of regular meetings shall be sent to all stockholders of record at least two (2) weeks prior to the meeting, unless a different period is required by the by-laws.

  3. Special meetings of stockholders shall be held at any time deemed necessary or as provided in the by-laws:

  4. Written notice of special meetings shall be sent to all stockholders at least one week prior to the meeting, unless a different period is required by the by-laws.

  5. Stockholders’ meetings, whether regular or special, shall be held in the city or municipality where the principal office of the corporation is located, and if practicable in the principal office of the corporation. Metro Manila shall, for the purpose of this provision, be considered city or municipality.
     

  6. THE REQUIRED QUORUM IN MEETINGS OF STOCKHOLDERS
 
  1. The required quorum in meetings of stockholders shall consist of the stockholder/s representing a majority of the outstanding capital stock.

  2. THE FORM FOR PROXIES OF STOCKHOLDERS AND THE MANNER OF VOTING THEM

  3. Stockholders may vote in person or by proxy in all meetings of stockholders. Proxies shall be in writing, signed by the stockholder and filed before the scheduled meeting with the corporate secretary. Unless otherwise provided in the proxy, it shall be valid only for the meeting for which it is intended. No proxy shall be valid and effective for a period longer than five (5) years at any one time.
 
  1. THE QUALIFICATIONS, DUTIES, TERM AND COMPENSATION OF DIRECTORS
 
  1. No person convicted by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years, or a violation of this Code, committed within five (5) years prior to the date of his election shall qualify as a director. Every director must own at least one (1) share of the capital stock of the corporation, which share shall stand in his name on the books of the corporation. Any director who ceases to be the owner of at least one (1) share of the capital stock of the corporation shall thereby cease to be a director. A majority of the directors must be residents of the Philippines.

  2. The corporate powers of the corporation shall be exercised, all business conducted and all property of the corporation be controlled and held by the board of directors to be elected from among the holders of stocks, who shall hold office for one (1) year and until their successors are elected and qualified.

  3. The directors shall not receive any compensation, as such directors, except for reasonable per diems. Any compensation may be granted to directors by the vote of the stockholders representing at least a majority of the outstanding capital stock at a regular or special stockholders’ meeting, In no case shall the total yearly compensation of directors, as such directors, exceed ten (10%) percent of the net income before income tax of the corporation during the preceding year.
 
  1. THE MANNER OF ELECTION OR APPOINTMENT, QUALIFICATION AND THE TERM OF OFFICE OF ALL OFFICERS OTHER THAN DIRECTORS

  2. Immediately after their election, the directors of a corporation must formally organize by the election of a PRESIDENT, who shall be a director, a TREASURER who may or may not be a director, a SECRETARY who shall be a resident and citizen of the Philippines, and such other officers as may be provided in the by-laws. Two (2) or more positions may be held concurrently by the same officer, however no one shall act as PRESIDENT and SECRETARY or as PRESIDENT and TREASURER at the same time. The officers of the corporation shall hold office for one (1) year and until the successors are elected and qualified. The officers of the corporation shall perform functions as required by existing laws, rules and regulations.

  3. FISCAL YEAR

  4. The fiscal year of the corporation shall begin on the first day of January
    and end on the last day of December of each year.

       VIII. SEAL
           
  1. The corporate seal shall be determined by the Board of Directors.
 
 
       IX. MISCELLANEOUS PROVISIONS:
 
a) Matters not covered by the provisions of these by-laws shall be governed by the provisions of the Corporation Code of the Philippines.
 
 
 
 
IN WITNESS WHEREOF, we, the undersigned incorporators and/or stockholders present at said meeting and voting thereat in favor of the adoption of said by-laws, have hereunto subscribed our names this _________ day of _____________ at __________________________________.
 
___________________________________
 
__________________________________
 
___________________________________

0 Comments

    Archives

    January 2021
    December 2020
    November 2020
    October 2020
    September 2020
    August 2020
    July 2020
    June 2020
    April 2020
    March 2020
    October 2019
    September 2019
    August 2019
    March 2018

    Categories

    All
    Agrarian Law
    Articles-of-incorporation
    By-laws
    Constitutional Law
    Criminal Law
    Law
    Persons And Family Relations

    RSS Feed

Copyright Notice
Copyright © – 2020, All Rights Reserved.

Disclaimer
This  project primarily designed to assist students of law  and accounting in their studies. It is merely a tool. The use of our Services does not guarantee success in obtaining a law/accounting degree nor in passing the Bar/Board Exams. We makes no warranties or representations of any kind, whether expressed or implied for the Services provided.
The cases, laws, and other publications found in this site are of public domain, collected from public sources such as the Supreme Court online library. The content however have been heavily modified, formatted, and optimized for better user experience, and are no longer perfect copies of their original. We gives no warranty for the accuracy or the completeness of the materials. We also reserves the right to further improve, add, modify, or remove content with or without prior announcements.
This site also contains materials published by the students, professors, lawyers, and other users of the our Services. These materials are owned by such users and of their sole responsibility. While we may review user-published content, please do not assume that content you are accessing has been reviewed or curated. You may report abusive content through the listed contact details.
We does not guarantee against any loss or damage caused by third persons, delays, interruptions, unavailability, or by the termination of its Services.
We reserves the right to amend the terms and policies for its Services.

Terms of Service
By using our Services, you are agreeing to these terms. Please read them carefully.
Access our Services only through the interface and instructions provided. Do not misuse the Services, or use them in such ways that may interfere their availability, or in ways that may cause discredit to you, your school, or your profession.
These terms do not give you ownership of any intellectual property rights to the content you access on our Services. Do not use content from our Services other than for personal purposes unless you obtain permission from its owner or are otherwise permitted by law. Do not remove, obscure, or alter any legal notices and attributions displayed in or along with our Services.
We may send you service announcements, administrative messages, and other information. You may opt out of some of those communications.
Our Services are designed to be accessible on mobile devices. Do not use such Services in a way that distracts you and prevents you from obeying traffic or safety laws.
We may suspend or stop providing our Services to you if you do not comply with these terms and policies or if we are investigating suspected misconduct.

Privacy
Some services require you to login or register with minimal personal information this site.
Collected Information
Collected information includes user name, email address, Facebook ID and photo. The user may also optionally provide school, year level, BAR year, profession, office, address, and other information which may assist in improving our Services.
Uses of the Information
The collected information will only be used in connection with the use or for the improvement of our Services.
Users Created Content
Content created by users are published and shared for public use. Published content is always attributed to the author through his user account. A user may remain anonymous by changing his "display name" under his profile.
Data Analytics
We conducts data analytics for the improvement of the usability and design of our Services and the user experience. These may include but not limited to tracking time spent on the site, services availed, number of contents created or shared.

Content
Our Services allow you to create casebooks, digests, outlines, notes, and other content. You retain ownership of intellectual property rights that you hold in that content.
When you create content through our Services, you give us (and those we work with) a worldwide license to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display and distribute such content. This license continues even if you stop using our Services (for example: your list of cases, digests, and outlines in your casebooks).
Make sure you have the necessary rights to grant us this license for any content that you submit to our Services.
We reserves the right to review your published content and may remove materials that are offensive, abusive, of no value, or not in line with the purpose of our Services. The amount of content or materials that you publish may be limited by us.
We also used cookies in our website.

Contact Us
  • HOME
  • OUR SERVICES
  • About
  • Articles
  • LAW
  • CPA REVIEW