{"id":5395,"date":"2019-04-28T18:37:00","date_gmt":"2019-04-28T10:37:00","guid":{"rendered":"https:\/\/pnl-law.com\/blog\/?p=5395"},"modified":"2020-05-02T00:14:43","modified_gmt":"2020-05-01T16:14:43","slug":"election-of-directors-or-trustees-under-the-revised-corporation-code","status":"publish","type":"post","link":"https:\/\/pnl-law.com\/blog\/election-of-directors-or-trustees-under-the-revised-corporation-code\/","title":{"rendered":"Election of Directors or Trustees under the Revised Corporation Code"},"content":{"rendered":"\n

As provided under the Revised Corporation Code<\/a>, the elected directors<\/a> or trustees<\/a> shall perform their duties as prescribed by law, rules of good corporate governance, and bylaws<\/a> of the corporation<\/a>. <\/p>\n\n\n\n\n\n\n\n

NOMINATION<\/h2>\n\n\n\n

Except when the exclusive right is reserved for holders of founders\u2019 shares<\/a>, each stockholder<\/a> or member<\/a> shall have the right to nominate any director<\/a> or trustee<\/a> who possesses all of the prescribed qualifications<\/a> and none of the disqualifications<\/a>. <\/p>\n\n\n\n

QUORUM<\/h2>\n\n\n\n

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

MANNER OF VOTING<\/h2>\n\n\n\n

When so authorized in the bylaws<\/a> or by a majority of the board of directors<\/a>, the stockholders<\/a> or members<\/a> may also vote through remote communication<\/a> 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>. <\/p>\n\n\n\n

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<\/a>]<\/p>\n\n\n\n

The election must be by ballot if requested by any voting stockholder or member. <\/p>\n\n\n\n

Nominees for directors or trustees receiving the highest number of votes shall be declared elected. <\/p>\n\n\n\n

CUMULATION OF VOTES<\/h2>\n\n\n\n

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