SEC. 45. Adoption of Bylaws. – For the adoption of bylaws by the corporation, the affirmative vote of the stockholders representing at least a majority of the outstanding capital stock, or of at least a majority of the members in case of nonstock corporations, shall be necessary. The bylaws shall be signed by the stockholders or members voting for them and shall be kept in the principal office of the corporation, subject to the inspection of the stockholders or members during office hours. A copy thereof, duly certified by a majority of the directors or trustees and countersigned by the secretary of the corporation, shall be filed with the Commission and attached to the original articles of incorporation.
Notwithstanding the provisions of the preceding paragraph, bylaws may be adopted and filed prior to incorporation; in such case, such bylaws shall be approved and signed by all the incorporators and submitted to the Commission, together with the articles of incorporation.
In all cases, bylaws shall be effective only upon the issuance by the Commission of a certification that the bylaws are in accordance with this Code.
The Commission shall not accept for filing the bylaws or any amendment thereto of any bank, banking institution, building and loan association, trust company, insurance company, public utility, educational institution, or other special corporations governed by special laws, unless accompanied by a certificate of the appropriate government agency to the effect that such bylaws or amendments are in accordance with law.
SEC. 46. Contents of Bylaws. – A private corporation may provide the following in its bylaws:
(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 and mode of notifying the stockholders or members thereof;
(c) The required quorum in meetings of stockholders or members and the manner of voting therein;
(d) The modes by which a stockholder, member, director, or trustee may attend meetings and cast their votes;
(e) The form for proxies of stockholders and members and the manner of voting them;
(f) The directors’ or trustees’ qualifications, duties and responsibilities, the guidelines for setting the compensation of directors or trustees and officers, and the maximum number of other board representations that an independent director or trustee may have which shall, in no case, be more than the number prescribed by the Commission;
(g) The time for holding the annual election of directors or trustees and the mode or manner of giving notice thereof;
(h) The manner of election or appointment and the term of office of all officers other than directors or trustees;
(i) The penalties for violation of the bylaws;
(j) In the case of stock corporations, the manner of issuing stock certificates; and
(k) Such other matters as may be necessary for the proper or convenient transaction of its corporate affairs for the promotion of good governance and anti-graft and corruption measures.
An arbitration agreement may be provided in the bylaws pursuant to Section 181 of this Code.
SEC. 47. Amendment to Bylaws. – A majority of the board of directors or trustees, and the owners of at least a majority of the outstanding capital stock, or at least a majority of the members of a nonstock corporation, at a regular or special meeting duly called for the purpose, may amend or repeal the bylaws or adopt new bylaws. The owners of two-thirds (2/3) of the outstanding capital stock or two-thirds (2/3) of the members in a nonstock corporation may delegate to the board of directors or trustees the power to amend or repeal the bylaws or adopt new bylaws: Provided, That any power delegated to the board of directors or trustees to amend or repeal the bylaws or adopt new bylaws shall be considered as revoked whenever stockholders owning or representing a majority of the outstanding capital stock or majority of the members shall so vote at a regular or special meeting.
Whenever the bylaws are amended or new bylaws are adopted, the corporation shall file with the Commission such amended or new bylaws and, if applicable, the stockholders’ or members’ resolution authorizing the delegation of the power to amend and/or adopt new bylaws, duly certified under oath by the corporate secretary and a majority of the directors or trustees.
The amended or new bylaws shall only be effective upon the issuance by the Commission of a certification that the same is in accordance with this Code and other relevant laws.
The Corporation Code of the Philippines
TITLE I – General Provisions
TITLE II – Incorporation and Organization of Private Corporation
TITLE III – Board of Directors/Trustees and Officers
TITLE IV – Powers of Corporations
TITLE V – By Laws
TITLE VI – Meetings
TITLE VII – Stocks and Stockholders
TITLE VIII – Corporate Books and Records
TITLE IX – Merger and Consolidation
TITLE X – Appraisal Right
TITLE XI – Non-Stock Corporations
TITLE XII – Close Corporations
TITLE XIII – Special Corporations
TITLE XIV – Dissolution
TITLE XV – Foreign Corporations
TITLE XVI – Investigations, Offenses and Penalties
TITLE XVII – Miscellaneous Provisions