Published — January 27, 2021
The following post does not create a lawyer-client relationship between Alburo Alburo and Associates Law Offices (or any of its lawyers) and the reader. It is still best for you to engage the services of your own lawyer to address your legal concerns, if any.
Also, the matters contained in the following were written in accordance with the law, rules, and jurisprudence prevailing at the time of writing and posting, and do not include any future developments on the subject matter under discussion.
Read also: BOARD MEETINGS THROUGH TELECONFERENCING AND OTHER REMOTE OR ELECTRONIC MEANS OF COMMUNICATION
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Stockholders or members who cannot physically attend at stockholders’ or members’ meetings may participate in such meetings through Teleconferencing.
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If a stockholder or member intends to participate in a meeting through remote communication, he/she shall notify in advance the Presiding Officer and the Corporate Secretary of his/her intention.
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A stockholder or member who participates through remote communication or in absentia shall be deemed present for purposes of quorum.
The Revised Corporation Code, provides that stockholders or members may exercise their right to vote in person, through a proxy, or when so authorized in the bylaws, through remote communication or in absentia. Thus, voting through remote communication or through teleconferencing is now allowed.
May stockholder’s meeting be also done through teleconferencing?
Yes.
Securities and Exchange Commission (SEC) Memorandum Circular No. 6 Series of 2020 provides:
When so provided in the bylaws or by majority of the board of directors, stockholders or members who cannot physically attend at stockholders’ or members’ meetings may participate in such meetings through remote communications or other alternative modes of communication. If a stockholder or member intends to participate in a meeting through remote communication, he/she shall notify in advance the Presiding Officer and the Corporate Secretary of his/her intention. The Corporate Secretary shall note such fact in the Minutes of the meeting.
Unless otherwise provided in the Revised Corporation Code or in the bylaws, 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 nonstock corporations.
A stockholder or member who participates through remote communication or in absentia shall be deemed present for purposes of quorum.
Thus, stockholders who cannot physically attend at stockholders’ meetings may participate through teleconferencing.
Alburo Alburo and Associates Law Offices specializes in business law and labor law consulting. For inquiries, you may reach us at info@alburolaw.com, or dial us at (02)7745-4391/0917-5772207.
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