TITLE 5: BYLAWS Flashcards
(14 cards)
It is a condition precedent in the acquisition of corporate existence.
Articles of incorporation
I. The owners of the majority of the outstanding capital stock or majority of the members in a non-stock corporation may delegate to the board of directors or trustees the power to amend or repeal any by-laws or adopt new by-laws.
II. The amended or new by-laws shall only be effective upon the issuance by the SEC of a certification that the same are not inconsistent with the Revised Corporation Code.
Only II is true
A private corporation may provide the following in its bylaws:
A. The modes by which a stockholder, member, director, or trustee may attend meetings and cast their votes.
B. The form for proxies of stockholders and members and the manner of voting them.
C. The manner of election or appointment and the term of office of all officers other than directors or trustees.
D. All of the above.
D. All of the above.
I. The purpose of a by-law is to regulate the conduct and define the duties of the members towards the corporation and among themselves. II. By-laws are the relatively permanent and continuing rules of action adopted by the corporation for its own government and that of the individuals composing it and having the direction, management and control of its affairs, in whole or in part, in the management and control of its affairs and activities.
Both are true
I. The bylaws shall be signed by the stockholders or members voting for them and shall be kept in the principal office of the corporation. II. A copy of the bylaws, duly certified by a majority of the directors or trustees and countersigned by the secretary of the corporation, shall be filed with the SEC and attached to the original articles of incorporation.
Only II is true
I. Bylaws may be adopted and filed prior to incorporation. II. In all cases, bylaws shall be effective only upon the issuance by the SEC of a certification that the bylaws are in accordance with the Revised Corporation Code.
Only II is true
I. Any power delegated to the board of directors or trustees to amend or repeal any by-laws or adopt new by-laws shall be considered as revoked whenever stockholders owning or representing 2/3 of the outstanding capital stock or 2/3 of the members in non-stock corporations, shall so vote at a regular or special meeting.
II. Whenever the bylaws are amended or new bylaws are adopted, the corporation shall file with the SEC such amended or new bylaws.
Both are true
The rules and regulations or private laws enacted by the corporation to regulate, govern and control its own actions, affairs and concerns and its stockholders or members and directors and officers with relation thereto and among themselves in their relation to it.
By-laws.
I. It is the generally accepted rule that third persons are bound by by-laws. II. By-laws may be necessary for the “government” of the corporation but these are subordinate to the articles of incorporation.
Only II is true
It constitutes the charter or fundamental law of the corporation.
Articles of incorporation
internal rules and regulations adopted by a corporation to govern its operations, management, and internal affairs. They set guidelines on how the corporation should function, defining the roles and responsibilities of directors, officers, and stockholders/members.
Bylaws
The incorporators draft and sign the bylaws before registering the corporation.
The bylaws are filed with the SEC together with the Articles of Incorporation.
Pre-Incorporation Adoption
The bylaws are adopted after incorporation by the affirmative vote of stockholders owning at least a majority of the outstanding capital stock (or majority of members for nonstock corporations).
Post-Incorporation Adoption
