Corporate meetings, whether of directors, shareholders, or members, can be regular or special. Meetings allow for a majority to make binding decisions for the corporation, provided proper notice was given and the meeting was properly called and conducted. Key elements of meetings include quorum requirements, voting procedures such as by proxy, and rules for joint ownership of shares. Stock certificates must be issued following certain requirements and signed by corporate officers, and transfers recorded by the corporation in order to be valid against the company. Consideration for shares cannot be less than par or issued value, and can include assets, labor, or previous debt as well as cash.

1. MEETINGS
TITLE VI

2. Necessity of meetings.
A majority of the stockholders or members
can bind the corporation only at a meeting
regularly held and conducted. To constitute a
legal meeting, so as to render the acts and
vote of the majority binding the meeting must
be regularly called by one having authority.
In the absence of provision to the contrary
such authority exists in the directors or
managing agents.

3. Sec. 49. Kinds of meetings. —
Meetings of directors, trustees,
stockholders, or members may be
regular or special.

4. Sec. 50. Regular and special
meetings of stockholders or
members.

5. Corporate decisions; rationale of
meetings.
As a rule of a majority of the shareholder or
members have no power to vote or act for the
corporation as to matters on which
shareholders have authority, except at a
meeting called and conducted according to law.

6. Corporate decisions; rationale of
meetings.
Written or oral consent to a corporate act by
the shareholders or members individually, even
though majority may agree, is not binding on
the corporation. The reason for this rule lies in
the protection to the shareholders by notice
and the opportunity to attend, discuss and vote
at a meeting.

7. When no person is
authorized to call a meeting.
A stockholder or member may petition the
Securities and Exchange Commission upon
showing a good cause, to call a meeting and
directing the petitioner (stockholder or
member) to give notice required by the Code
and the by-laws. The petitioning stockholder
or member shall preside at such meeting "until
at least a majority of the stockholder or
members present have chosen one of their
number as presiding officer."

8. Sec. 51. Place and time of
meetings of stockholders or
members.

9. Requisites to consider the meeting
improperly held or called be valid.
the act done was within the powers of the
corporation
 all the stockholders or members were
present or duly represented.

10. Sec. 52. Quorum in meetings.

11. Quorum signifies the number of persons
belonging to a corporation required to
transact business. Within the meaning of
Section 52, "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 non-stock
corporations.“ The Corporation Code or the
by-laws may fix a different number to
constitute a quorum.

12. Sec. 53. Regular and special
meetings of directors or trustees.
Meetings of directors or trustees.
May be held outside of the Philippines, unless
otherwise provided in the by-laws. Notice of
regular or special meetings of directors or
trustees must be sent to them at least one (1) day
prior to the scheduled meeting, unless the by-laws
provided otherwise.

13. Sec. 54. Who shall preside at
meetings.

14. Sec. 55. Right to vote of pledgors,
mortgagors, and administrators.
Pledgor or mortgagor have right to attend
and to vote.
The pledgor or mortgagor of shares, in the
absence of agreement to the contrary, if the
shares remain in his (pledgor or mortgagor's)
name on the books of the corporation has the right
to attend and vote at meetings of stockholders.

15. Executor, administrator, etc.; right
to vote.
A person who appears on the books of a
corporation or otherwise as the absolute owner of
stock clearly has the right to vote, although in
fact he may hold it as trustee.
An executor or administrator has the right, to
vote shares belonging to the state of his
decedent, and it can make no difference that the
shares stand on the books if the corporation in
the name of the decedent.

16. Sec. 56. Voting in case of joint
ownership of stock.
Voting of shares held jointly.
If shares are owned by two or more persons
jointly, the right to vote is in them jointly, and,
in order that the shares may be voted, they
must agree upon the vote. This rule of joint
action applies to shares held by several
executors or trustees, in the absence of
provision for a majority vote if the fiduciaries
disagree.

17. Sec.57. Voting right for
treasury shares.
Treasury shares shall have no voting
right as long as such stock remains in
the Treasury.

18. Sec. 58. Proxies.
Meaning of proxy. In corporate law, a proxy
is the person who votes for and thus
represents the stockholders or members.
Voting by proxy. Ordinarily, the right to vote
shall be exercised by the stockholders
themselves or by their duly authorized
representatives.

19. Requisites to allow voting by proxy to
become valid.
In writing, signed by the stockholder or member
giving it.
Filed with the corporate secretary before the
scheduled meeting.
It is valid only for the meeting for which it is
intended unless otherwise stated
Even if the proxy is a continuing one, it shall not
be longer than five (5) years at any one time.

20. Voting by proxy demanded by
necessity.
The growth of corporations, the dispersion
of stockholders, the manifest impossibility for
the vast majority a shareholders to attend
meetings have made the right to vote, in reality
a right to delegate the voting power to
someone else to the proxy.

21. Sec. 59. Voting trusts.
Concept of voting trusts.
It is an agreement by which stockholders
surrender their voting power and place it
irrevocably in the hands of others for a definite
period of time. In exchange for the certificates
of stock the trustee, delivers to the
stockholder voting trust certificates.

22. Purpose of voting trust agreement.
It makes possible a unified control of the
affairs of the corporation and a consistent
policy.
It also makes for a majority group of
shareholders to dispose of the beneficial
interest in a large proportion of their shares
and still retain control.

23. Limitations of voting trust
agreement.
It shall be for a period not exceeding 5 years
but if required under a loan agreement, the
period may be for more than 5 years by shall
automatically cease upon full payment of the
loan.
It must be in writing and notarized.

24. It shall not be entered into the circumvent laws
on monopolies and restraint of trade, nor shall
it be entered into purposes of fraud.
It shall be filed with the corporation and with
the Securities and Exchange Commission (SEC)
otherwise it shall be ineffective and
unenforceable.
It shall be subject to examination by any
stockholder in the same manner as any other
corporate book or record.
Parties to the voting trust agreement shall be
bound by all the provisions of said agreement.

25. Concept of stocks and stockholders
Stock corporation
- is authorized to issue stocks(shares of stocks)
usually evidenced by certificates.
A share of stocks is the interest or right that a
person has in the corporation.
Stockholder
- is a person who is recognized as the true
owner of a share of stock legally, or in equity, as
where a share of stock is held by one person for
the benefit of another person.

26. Share of stocks does not vest ownership
to any corporate property
Share of stocks
- represents a proportionate or aliquot interest in
the property of the corporation, it does not vest the
owner thereof with any right or title to any of the
property being equitable or beneficial in nature.
Shareholders
- are in no legal sense the owners of corporate
property, which is owned by the corporation as a
distinct legal person.

27. Stockholders’ rights
Three Classes of Rights
1) Right as to control and management
2) Proprietory rights
3) Remedial and ancillary rights
Important rights of stockholders
a) Right to vote
b) Right to receive dividends
c) Right to receive distributions upon liquidation
d) Right to inspect the books of corporation

28. MODES OF ISSUANCE OF SHARES
1. Issuance of shares by subscription whether
before or after incorporation
2. Sale of unissued stock after the formation of
the corporation for money, property, or
services
3. When all the original stock has been issued
and the amount of the capital stock
increased; issuance by subscription or sale
of the new stock
4. Issuance through the making of stock
dividends

29. Sec.60. Subscription contract.-
Any contract for the acquisition of
unissued stock in existing
corporation or a corporation still
to be formed shall be deemed a
subscription within the meaning of
this Title, notwithstanding the fact
that the parties refer to it as
purchase or some other
contract.(n)

30. Binding effect of subscription
A contract of subscription is a contract
between the corporation and the subscriber,
and courts will enforce it for against the
other. No express promise to pay is
necessary to make the subscriber liable
No form required of subscription contracts
unless otherwise required by law.

31. Sale of shares of stock needs
SEC approval
The Securities Act requires that before a
corporation, except public utility, bank,
cooperative association and few others, sells
or offers sale in the Philippines any of its
securities, it must register the same and/or
secure a permit from the Securities and
Exchange Commission for the purpose.

32. The power to issue shares of stock in a
corporation is lodged in the board of
directors and no stockholders’ meeting is
necessary to consider it because
additional issuance of shares of stock
does not need approval of the
stockholders.

33. Differences between subscription
and sale
SUBSCRIPTION
 In a subscription
contract, ownership of
the shares passes to the
shareholder from the
moment his subscription.
 The provisions of the
Corporation Code
regarding calls for unpaid
subscription and
assessment of stock is
applied.
SALE
 The ownership passes to
the vendee the moment
the thing sold is
delivered.
 Does not apply to a sale
of shares.

34. SUBSCRIPTION
 Subscription to stock may
be established by parol
(oral) evidence
 Except in certain instances,
a corporation has no legal
capacity to release an
original subscriber to its
capital stock from the
obligation to pay his share
SALE
 The Statue of Fraud may be
used as defense
 It cannot apply to a sale of
stock

35. KINDS OF SUBSCRIPTION
1) Pre-incorporation subscription is one agreed upon before
the incorporation of the proposed corporation.
2) Post-incorporation subscription is entered into after
incorporation or formation of the corporation.
3) Absolute subscription is one not subject to any condition or
happening of certain unknown events.
4) Conditional subscription is one whose fulfillment depends
upon the happening of uncertain events or contingencies.
5) Subscription upon special terms is one where “the
corporation agrees, as an independent element, to do a
certain thing or things , but not as condition to the accrual of
liability of the subscriber or the acquisition of the rights of a
stockholder.”

36. Sec.61.Pre-incorporation subscription.- A
subscription for share of stock a corporation
still to be formed shall be irrevocable for a
period at least six(6) months from the date of
subscription, unless all of the other subscribers
consent to the revocation, or unless the
incorporation of said corporation fails to
materialize within the said period or within a
longer period as may be stipulated in the
contract of subscription: Provided, That no
pre-incorporation subscription may be revoked
after the submission of the articles of
incorporation to the Securities and Exchange
Commission .(n)

37. Purposes of pre-incorporation
subscription
1) To meet a statutory requirement that a
certain amount of capital stock shall be
subscribed before the corporation begins
business
2) To assure the organizers of the corporation
that the capital needed to finance the
enterprise will be forthcoming

38. Pre-incorporation subscription;
subject to exceptions
1) Unless all subscribers consent to its revocation;
2) Unless the incorporation fails to materialize
within 6 months or a longer period as agreed
upon
Pre-incorporation subscription may not be
revoked after submission of the articles of
incorporation with the SEC.

39. A pre-incorporation subscriber may resist
enforcement of his subscription in the
following cases:
1) If there is a material departure from its
terms as to the kind of incorporation created
2) If there are serious defects in the
incorporation proceedings prejudicial to the
subscriber

40. Sec.62. Consideration for stocks. – Stocks shall not be issued
for a consideration less than the par or issued price thereof.
Consideration for the issuance of stock may be any or a
combination of any two or more of the following:
1. Actual cash paid to the corporation;
2. Property, tangible or intangible, actually received by the
corporation and necessary or convenient for its use and lawful
purposes at fair valuation equal to the par or issued value of
the stock issued;
3. Labor performed for or services actually rendered to the
corporation;
4. Previously incurred indebtedness by the corporation;
5. Amounts transferred from unrestricted retained earnings to
stated capital; and
6. Outstanding shares exchanged for stocks in the event of
reclassification or conversion.

41. Payment for shares of stock. Shares of stock
“shall not be issued for a consideration less than
the par or issued price thereof.”
- If par value is 100 it should not be less than
100
- If no-par value it should not be less than
five(5) pesos.
The “entire consideration received by the
corporation for its no-par value shares shall be
treated as capital and shall not be available for
distribution as a dividends.”

42. Other forms of payment. Where shares of stock are
issued for property (tangible or intangible), labor or
services, patents or copy rights, these forms of
payment create a problem of fair valuation. The
valuation, however, must be “equal to the par of
issued value of the stock issued,” and requires
exercise of good judgment and utmost good faith.
“Promissory notes or future services” are not
allowed to be given as consideration for issuance
of shares of stock. “ Promissory notes payable to
order, bills of exchange or other mercantile
documents shall produce the effect of payment only
it is actually cash or when through the fault of the
creditor it is impaired.”

43. Payment of subscription from future dividends was
declared illegal for it binds the subscriber to pay
nothing for the shares except as dividends may
accrue upon them.
Ownership of condominium unit is a condition sine qua
non to being a shareholder in the condominium
corporation. It follows that a purchaser in the
condominium is not yet the owner thereof not having
fully paid the purchase price, is not a shareholder.
Release of subscriber from liability. The management
of a corporation may release a subscriber from
liability on his subscription, in whole or in part, only
with the express or implied consent of all
shareholders, and if there is no fraud upon existing or
subsequent creditors.

44. Sec.63. Certificate of stock and transfer of shares.- The
capital stock corporations shall be divided into shares of which
certificates signed by the president or vice-president,
countersigned by secretary or assistant secretary, and sealed
with the seal of the corporation shall be issued in accordance
with the bylaws. Shares of stock issued are personal property
and may be transferred by delivery the certificate or
certificates indorsed by the owners or his attorney-in-fact or
other person legally authorized to make the transfer. No
transfer, however, shall be valid, except as between the
parties, until the transfer is recorded in the books of the
corporation, so as to show the names of the parties to the
transaction, the date of the transfer, the number of the
certificate or certificates and the number of shares
transferred.
No shares of stock against which the corporation holds any
unpaid claim shall be transferrable in the books of the
corporation.(35)

45. Nature of shares of stock. A share of
corporate stock is the right which the
stockholder has to participate according to
the number of shares in the surplus profits of
the corporation on a division, and in the
assets or capital stock remaining after of its
debts on its dissolution or the termination of
its active business and operation.
Effective transfer of shares of stock. Shares
of stock may be transferred by delivery to
the transferee by the delivery of the duly
indorsed certificate of stock.

46. Sec. 64 Issuance of
stock certificates

47. Certificate of stock
Is a written instrument signed by the proper
corporate officers, and evidencing the fact that the
person therein named is the registered owner of the
share or shares therein described.

48. Issuance of stock certificate
1. “signed by the president or vice-president,
countersigned by the secretary or assistant secretary, and
sealed with the seal of the corporation” and issued in
accordance with the by-laws
2. “delivered or mailed to the subscriber, with
documentary stamps required by law affixed thereon
3. The par value with respect to shares with par value, or
the full subscription, as to no par value shares must be
fully paid
4. Where it involves transfer of outstanding shares, the
original certificate must be surrendered.

49. Apparently, Section 64 seems to sustain the view that a
contract of subscription is invisible and, hence, no
corporation can issue a certificate of stock until the
subscriber has fully paid his subscription. This covers
both par and no-par value shares.
The Supreme Court before the adoption of the
Corporation Code, ruled that a ”corporation xxx in the
absence of provisions in their by-laws to the contrary
apply payment made by subscribers-stockholders, either
as
1. Full payment for the corresponding number of shares of
stock, the par value of each of which is covered by such
payment or;
2. as payment pro rata to each and all the entire number
of shares subscribed for.”

50. SEC safeguards in issuance of stock certificates
1. The certificates shall be signed by the President or Vice
President, countersigned by the Secretary or Assistant Secretary,
And sealed with the seal of the corporation, pursuant to Section
63 of the Corporation Code.
2. The issuance must be made only on fully paid subscription
and shall be in such form and procedure that would be in
conformity with the provisions of the Articles of Incorporation
and approved by-laws.
3.Appropriate reports on the issuance and related matters shall be
submitted quarterly to the SEC for its information and proper action.

51. Purposes of registration of transfer
1. To enable the corporation to know at all times who its
actual shareholders are, because mutual rights and
obligations exists between the corporation and its
stockholders
2. To afford to the corporation an opportunity to object or
refuse its consent to the transfer in case it has any claim
against the stock sought to be transferred or for any other
valid reason
3. To avoid fraudulent or fictitious
4. It is intended also for the benefit and protection of
persons who may deal with the corporation and become its
creditors, so that they may know who are the stockholders,
and as such liable to its creditors.

52. Over-Issue of shares
Certificates of shares issued by a corporation
which represent an over-issue of shares are
generally held entirely void and do not give the
holders thereof the rights or liabilities of
shareholders. Even bona fide purchasers of the void
shares certificates do not acquire the rights of a
shareholder, but have a right to recover damages for
misrepresentation.

53. Right to transfer shares of stock
1. By delivering the certificate, duly indorsed on the
back
2. By delivering the certificate accompanied by a
separate assignment
3. Where stock is levied on in execution of judgment, by
delivering the certificate coupled with an assignment by
the sheriff who conducted the levy.
4. Transfer by sale delinquent shares.

54. Agreement not to transfer, invalid
“An agreement between stockholders of a corporation
not to sell or transfer their shares without the consent
of all the parties thereto is in restraint of trade, and
contrary to public policy and is therefore void, if there
is no other consideration than the mutual promises of
the stockholders. It has been held that an agreement
requiring election of the transferee to membership in
the corporation, or his acceptance as a member, by the
board of directors is void.

55. Transfer without registration
“The Corporation Code provides in effect that the
unrecorded transfer shall not be valid ‘except as between the
parties.’ The inference is that as between the parties, it is
valid. Registration is necessary to enable the buyer to
exercise the privilege of voting and to entitle him, as against
the corporation, to receive dividends; but the conveyance, not
the act of registration, which gives title to the transferee. No
such transfer shall be valid except as between the parties until
they are noted upon such share register so as to show the
names of the parties to the transaction, the date of the
transfer, the number of the certificate, and the number of
shares transferred.

56. Forged and unauthorized transfer
Certificate of stock are not negotiable instruments, unless
expressly made so by statute, though they possess
attributes of negotiability to a certain limited extent.
Therefore, a transferee under forged assignment and power
of attorney acquires no title as against the true owner. And
the same is true of an unauthorized transfer by one who has
stolen or found a certificate indorsed in blank by the true
owner.
Conflicting claims as to transfer
If there are conflicting claims for a transfer, and
reasonable ground for doubt as to the proper decision, the
safest course is for the corporation to interplead the parties.

57. When court may compel registration
Where the corporation had been placed under receivership,
the court is in duty bound and has the authority to require the
secretary of the corporation to register the transfer of the
shares in the books of the corporation.
Transfer of stock; its validity For a valid transfer of stock, the
requirement are as follows:
a. There must be delivery of the stock certificate
b. The certificate must be endorsed by the owner or his
attorney in fact or other person legally authorized to make the
transfer
c. To be valid against third parties, the transfer must be
recorded in the books of the corporation.

58. Stamp in transfer of stock
It is provided by the National Internal Revenue Code that “
A certificate of stock, duly signed and delivered, either
actually or constructively, is deemed issued, notwithstanding
that it contains no documentary stamp as required by law, and
the person to whom such certificate has been issued is
entitled to all the right of a stockholder. The only effect of
such lack of documentary stamp is that it shall not be admitted
as evidence in court until the requisite stamp has been affixed,
without prejudice to the criminal liability of the issuer for
failure to affix the necessary documentary stamp; that is to
say, a fine of not less than twenty pesos (P20.00) nor more
than three hundred pesos (P300.00).

59. Transfer of shares of public service corporations
The Public Law imposes certain limitations in the transfer of
shares of stock. It provides:
1. A public service corporation cannot “sell or register in the books
the transfer or sale of shares of its capital stock, if the result of
that sale in itself or in connection with another previous sale, shall
be to vest in the transferee more than forty per cetum of the
subscribed capital of said public service.
2. A public service corporation cannot “sell, alienate or in any
manner transfer shares of its capital stock to any alien if the result
of the sale, alienation or transfer in itself or in connection with
another previous sale shall be the reduction to less than sixty per
cetum of the capital stock belonging to Philippine citizens. Such
sale alienation or transfer shall be void and of no effect and shall
be sufficient cause for ordering the cancellation of the certificate.

60. Pledge of shares
A pledge of corporate shares cannot affect or
prejudice a third person unless it is recorded in the
books of corporation, saving, of course cases where the
third person has actual notice or where the pledge is
registered in the chattel mortgage registry.

61. Sec.65.Liability of
directors for watered
stocks.

62. Watered stock
“watered stock” refers to shares of stock issued as
fully paid-up when the consideration agreed to and
accepted by the directors of the corporation, in money
or property or services, is much less than the par value
of the shares or lawful subscription price.
Trust fund theory
The trust fund theory involves an implied promise to
the corporation to pay the par value of the shares in
money or its equivalent, supplementing it by a legal
restriction obligation to the prejudice of creditors.
.

63. Sec.66. Interest on
unpaid subscription

64. Sec.67. Payment
of balance of
subscription

65. Subject to subscription contract; subscription payable at
any time
In accordance with Section 67 of the Corporation Code:
“The board of directors of any stock corporation may at
any time declare due and payable to the corporation
unpaid subscription.”
Subscribers liable to pay interest on unpaid subscriptions
Subscribers shall pay to the corporation interest on all
unpaid subscription from the date of subscription. If
required by and at the rate of interest fixed in the by-
laws. If the by-laws is silent as to the rate of interest,
such rate shall be deemed the legal rate.

66. Enforcement of unpaid stock subscription
1. By allowing the corporation to sell the dispose of the
unpaid shares of stock for the account of the delinquent
subscriber. This is governed by Section 67 to 69 of the
Corporation Code.
2. By an action in court. This is provided for under Section
70.
3. By denying a stockholder delinquent for unpaid
subscription the right to vote. This is provided under
Section 71.
4. By applying cash dividends due on delinquent stock and
even withholding issuance of stock dividends to a delinquent
stockholder as provided for under Section 43 of the
Corporation Code.

67. Call
Call for unpaid subscription is used to designate the
resolution or declaration of the board of directors or other
authority by which the whole or part of unpaid
subscription are made payable.
Assessments
“Assessments” means a rating or fixing of the
proportion, by the board of directors, which every
subscriber is to pay on his subscription, when notified of it
and when called on.

68. Section 68
Delinquency sale – the board of directors may,
by resolution, order the sale of delinquent stock
and shall specifically state the amount due on each
subscription plus all accrued interest, and the date,
time and place of sale which shall not be less than
thirty (30) days nor more than sixty (60) days from
the date the stocks become delinquent.

69. BATAAN PULP AND PAPER MILLS, INC.
6th Floor, Sarmiento Building
Ayala Avenue, Makati, Rizal
CALL FOR UNPAID SUBSCRIPTION
Notice is hereby given that a meeting that a Board of Directors, held on August
25, 1975, a call was made for twenty five percent (25%) of the unpaid subscriptions
to the common stock of the corporation to be paid to the Treasurer of the Corporation
on or before October 30, 1975, at the principal office of the corporation stated
above. Stockholders who paid 25% of their unpaid subscription in response to the
informal call made by the Board of Directors on March 18, 1975 are not included in
this call.
All shares of common stock upon which the subscription call has not been paid
on or before October 30, 1975 will be delinquent and advertised for sale at public
auction. Unless payment of subscription call, with interest at 12% per annum from
October 30, 1975 and cost accrued, is made before the sale of the stocks, the same
shall be sold on November 17, 1975 to pay the amount of subscription call and
accrued interest, together with the cost of advertising and expense of sale.
(Sgd.) TRISTAN A. CATINDIG
Secretary

70. Notice of said sale, with a copy of resolution,
shall be sent to every delinquent stockholder
either personally or by registered mail. The same
shall further-more be published once a weeks for
two (2) consecutives weeks in a newspaper of
general circulation in the province or city where
the principal office of the corporation is located

71. Unless...
• The delinquent stock pays the corporation, on or
before the date specified for the sale of the
delinquent stock.
• The Board of Directors otherwise orders, said
delinquent stock shall be sold at public auction to
such bidder who shall offer to pay the full amount
of the balance on the subscription together with
accrued interest, cost of advertisement, and
expenses of sale, for the smallest number of
shares or fraction of shares.

72. Grounds for recovery of stock unlawfully sold :
Section 69
1) Irregularity or defect on the notice of sale .
2) Irregularity in the sale itself of the delinquent
stock

73. Court action to recover unpaid subscription –
nothing in this code shall prevent the corporation
from collecting by action in the court of a proper
jurisdiction the amount due on any unpaid
subscription, with accrued interest cost and
expenses.
Section 70

74. Effect of stocks declared delinquent
Section 71
1) Stocks declared delinquent cannot be voted for or be
entitled to vote in corporate meetings or be
represented by proxy at any stockholders meeting.
2) The holder of delinquent stock is not entitled to
exercise the rights of a stockholder.
3) The holder of delinquent stocks, however, is entitled
to dividends.

75. Rights of unpaid shares – Holders of subscribed
shares not fully paid which are not delinquent shall
have all the rights of a stockholder.
Section 72
If unpaid subscription becomes delinquent, the
holder losses all the right of a stock holder except
the right to dividends.

76.  They can sue in their own capacity to enforced
they rights as stockholders (direct action)
 They can sue on behalf of the corporation to
enforced corporate rights that affect them only
indirectly (a derivative suit)
Stockholder’s remedies

77.  The complainant was a stockholder at the time
the questioned transaction occurred as well as at
the time the action was field and remain a
stockholder during the pendency of the action.
 The complainant alleged with particularity the
efforts, if any, made by him to obtain the action
he desires, or the reason for not making the effort
No action shall be bought by a stockholder in
the right of a corporation unless:

78. Following procedure shall be followed for the
issuance by a corporation of new certificates(s) of a
stock in lieu of those which have been lost, stolen or
destroyed:
Section 73
1) The registered owner of certificates of a stock in
a corporation or his legal representative shall file
with the corporation an affidavit in triplicate
setting forth.

79. 2) The corporation shall published a notice in a
newspaper of a general circulation published in
the place where the corporation has its principal
office, once a week for three consecutive weeks
at the expense of the registered owner of the
certificate(s).
Shall stated in the notice:
 Name of said corporation
 Name of the registered owner
 Serial number of said certificate
 Number of share represented by such certificate

80. SEVERINA REALITY CORPORATION
60 Sta. Mesa Blvd, Extension
Quezon City, Metro Manila
LOST CERTIFICATES
Reported lost were SEVERINA REALITY CORPO-
RATION stock certificates Nos. 1907 and 1733 for Ninety seven
(97) shares, in the name of Vicente Orosa. Said certificates will
be cancelled and voided and new ones issued in replacement
if no adverse claims are receive d on or before September 23,
1980.
CONSTANCIA R. LIM
Corporate Secretary
Form of Notice of Loss of Stock Certificate

81. “If you can imagine it, you can
achieve it.
If you can dream it, you can
become it.”
- William Arthur Ward

82. Thank you

Prepared by:
Verlyn Marie Escal
Gladys Magpantay
Lifranche Ranoa
Remon Valmonte