Election of Directors or Trustees under the Revised Corporation Code

As provided under the Revised Corporation Code, the elected directors or trustees shall perform their duties as prescribed by law, rules of good corporate governance, and bylaws of the corporation


Except when the exclusive right is reserved for holders of founders’ shares, each stockholder or member shall have the right to nominate any director or trustee who possesses all of the prescribed qualifications and none of the disqualifications.


At all elections of directors or trustees, there must be present, either in person or through a representative authorized to act by written proxy, the owners of majority of the outstanding capital stock, or if there be no capital stock, a majority of the members entitled to vote. 


When so authorized in the bylaws or by a majority of the board of directors, the stockholders or members may also vote through remote communication or in absentia. The right to vote through such modes may be exercised in corporations vested with public interest, notwithstanding the absence of a provision in the bylaws of such corporations

A stockholder or member who participates through remote communication or in absentia, shall be deemed present for purposes of quorum. [See Guidelines on Teleconferencing, Video Conferencing and Other Remote or Electronic Means of Communications in Corporate Meetings: Summary]

The election must be by ballot if requested by any voting stockholder or member. 

Nominees for directors or trustees receiving the highest number of votes shall be declared elected. 


In stock corporations, stockholders entitled to vote shall have the right to vote the number of shares of stock standing in their own names in the stock books of the corporation at the time fixed in the bylaws or where the bylaws are silent, at the time of the election. The said stockholder may: 

  • (a) vote such number of shares for as many persons as there are directors to be elected; 
  • (b) cumulate said shares and give one (1) candidate as many votes as the number of directors to be elected multiplied by the number of the shares owned; or 
  • (c) distribute them on the same principle among as many candidates as may be seen fit.

The total number of votes cast shall not exceed the number of shares owned by the stockholders as shown in the books of the corporation multiplied by the whole number of directors to be elected.

No delinquent stock shall be voted. 

For nonstock corporations, members may cast as many votes as there are trustees to be elected but may not cast more than 1 vote for 1 candidate, unless otherwise provided in the articles of incorporation or in the bylaws.


If no election is held, or the owners of majority of the outstanding capital stock or majority of the members entitled to vote are not present in person, by proxy, or through remote communication or not voting in absentia at the meeting, such meeting may be adjourned. 

The non-holding of elections and the reasons therefor shall be reported to the SEC within 30 days from the date of the scheduled election. The report shall specify a new date for the election, which shall not be later than 60 days from the scheduled date. 

If no new date has been designated, or if the rescheduled election is likewise not held, the SEC may, upon the application of a stockholder, member, director or trustee, and after verification of the unjustified non-holding of the election, summarily order that an election be held. The SEC shall have the power to issue such orders as may be appropriate, including orders directing the issuance of a notice stating the time and place of the election, designated presiding officer, and the record date or dates for the determination of stockholders or members entitled to vote. 

Notwithstanding any provision of the articles of incorporation or bylaws to the contrary, the shares of stock or membership represented at such meeting and entitled to vote shall constitute a quorum for purposes of conducting an election under this section. 

P&L Law

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