CORP LAW ATTY QUIMSON 1 SECTIONS 46-54

Title V BY-LAWS Section 46 Adoption of By-Laws Q: What are By-laws? A: By-laws are like an official game plan on how a corporation is to be run and operated. By-laws also state the rights and powers of the shareholders, directors and officers. Q: What are the by-laws for? A: The by-laws are adopted to govern the internal affairs of the corporation. It serves as the corporations constitution or law. Every corporation has the inherent power to make and adopt by-laws, such power of self-government being essential to enable the corporation to accomplish its purpose. (GOKONGWEI V SEC) As a general rule, they are necessary for the government of the corporation. Q: Are the By-laws necessary for the existence of a corporation? A: No. As the rules and regulations or private laws enacted by the corporation to regulate, govern, and control its own actions, affairs, and concerns and its stockholders or members and directors and officers with relation thereto and among themselves in their relation to it, they may not be essential to corporate birth but certainly, these are required by law for an orderly governance and management of corporations. The following are cases when by-laws are not necessary either to the valid existence of a corporation or to the valid exercise of corporate powers: a) Charter or statutory provisions so provide that it is necessary; b) The charter sufficiently provides for the government of the body/corporation; or c) The governing statute in express terms confers upon the corporation the power to adopt by-laws, the failure to exercise the power will be ascribed to mere non-action which will not render void any acts of the corporation which would otherwise be valid. The mere fact, however, of the existence of power in the corporation to adopt by-laws does not ordinarily and of necessity make the exercise of such power essential to its corporate life, or to the validity of any of its acts. (LGV V CA) Q: If the law provides for a period within which to file the Bylaws, does the failure to file it within the prescribed period automatically dissolve the corporation? A: No. As held in LGV V CA, failure to file them within the period required by law by no means tolls the automatic dissolution of a corporation. Q: Are there any limitations to the corporations power to adopt by-laws? A: Yes. The by-laws must be in accordance with the laws, and also the articles of incorporation, because the by-laws are merely subordinate to these two (LGV V CA). As held in the case of FLEISCHER V BOTICA NOLASCO, a corporation may also not adopt by-laws, which impede or obstruct the rights of a stockholder to sell or transfer his/her shares of stock. Shares of stock are personal properties of the stockholders, who alone exercises the power to sell or dispose of

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them. In SALAFRANCA V PHILAMLIFE, amendment of the By-laws (or adoption of one), which would result in the impairment of the contract between an employee and an employer, and upset an employees security of tenure, cannot be made. Q: Can the Courts determine and adjudge the reasonableness of By-laws? A: As a general rule, the courts will not interfere with the reasonableness of the by-laws, when they have been adopted by those who are authorized to do so by the law. However, the court is justified in ascertaining the validity of the by-laws when the reasonableness of it is a mere matter of judgment, and one upon which reasonable minds must necessarily differ. (GOKONGWEI V SEC) Q: How does a corporation adopt its by-laws? A: The by-laws are adopted one month after receipt of notice of issuance of the certificate of incorporation. It may also be filed even before incorporation, PROVIDED, it is approved and signed by all incorporators and submitted to SEC together with Articles of Incorporation. It must be approved by majority of outstanding shares/members (non-voting stockholders/members may vote). Once adopted, it is kept in the principal office of the corporation, subject to inspection by the stockholders/members. A certified copy signed by a majority of the directors/trustees counter signed by the Corporate Secretary will be filed and attached to the original Articles of incorporation. Q: Are the rules on the adoption of By-laws the same for all kinds of corporations?

A: No. For banks, insurance companies, public utilities, educational corporations and other special corporations, the bylaws need prior approval of the proper government agency supervising them. Q: When do the By-laws become effective? A: They only become effective upon certification by the SEC that they are not inconsistent with the Corporation Code. Cases: Gokongwei v SEC Facts: Petitioner, as stockholder of San Miguel, filed suit in SEC questioning an amendment made by SMC in its by-laws. The directors passed an amendment to the by-laws, which in essence disqualified him from being eligible as a member of the Board of Directors. He contends that under the Corporation Code, the power to amend, modify or adopt the by-laws can only be delegated to the Directors by the affirmative vote of stockholders representing not less than 2/3 of the subscribed and paid-up capital stock of the corporation, with the 2/3 being computed at the time of the amendment (or modification or adoption). The basis for the computation of the 2/3 vote in this case was based on a 1961 authorization, with the amendment being made in 1976. Thus, he contends that the said amendment is null and void. Issue: Whether the said by-laws as amended were valid. Held: Yes. Every corporation has the inherent power to make and adopt by-laws, such power of self-government being essential to enable the corporation to accomplish its purpose. A corporation may

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prescribe in its by-laws the qualifications of its directors. Any corporation may amend its by-laws by a vote of the stockholders representing 2/3 of the capital stock and the dissenting minority has only 1 right, which is to object thereto in writing and demand payment for his share. (However, under Section 48 of the Corporation Code, if what is being done is the adoption of the original by-laws, then it cannot be delegated to the Directors, but must be done by the original stockholders/members themselves.) As a general rule, the courts will not interfere with the reasonableness of the by-laws, when they have been adopted by those who are authorized to do so by the law. However, the court is justified in ascertaining the validity of the bylaws when the reasonableness of it is a mere matter of judgment, and one upon which reasonable minds must necessarily differ. The Court here held that the amended by-laws are valid and reasonable. Fleischer v Botica Nolasco Facts: Fleischer acquired 5 shares of stock in Botica Nolasco from Gonzales, which were all fully paid for. He sought to have these shares of stock registered under his name in the books of the Corporation, but Botica Nolasco refused despite his repeated demands. This prompted him to filed an action for damages in the amount of P500.00 in the CFI against the Board of Directors of Botica Nolasco. It was found out that a provision in the By-laws of the defendant corporation gave it preferential rights to buy the shares of stock of its retiring stockholders ( which was the reason for the refusal of the registration), which was found by the court as contrary to the Corporation Law. The CFI ordered the defendant to register the shares of stock in the name of Fleischer as the shareholder thereof and ordered it to pay for the costs of the suit. Botica Nolasco thus filed an appeal to the SC. Issue: Whether the said provision in the By-laws, granting preferential rights to the Corporation to buy the shares of its retiring stockholders valid. Held: No. The provision in the said By-laws restricts the right of a stockholder to transfer his shares of stock, which was said to be in restraint of trade. A share of stock is personal property and every owner is entitled to exercise his rights over the same, which includes the right to transfer or sell the said shares. A stockholder, in adopting a by-law governing transfer of shares of stock should take into consideration the specific provisions of the corporation law, and the said By-law should be made to harmonize with said provisions. It should not be inconsistent therewith. A by-law cannot take away or abridge the substantial rights of a stockholder. Every corporation that adopts its by-laws may do no more than prescribe a general mode of transfer on the corporate books and cannot justify an unreasonable restriction upon a stockholders right to sell his shares of stock. Salafranca v Philamlife (Pamplona) Village Facts: Salafranca started working for Philamlife as an administrative officer, and he was reappointed to his position 3 more times. As such officer, he was in charge of the management of the villages day to day activities. In 1983, his term of employment expired, but despite this, he continued to work for Philamlife. Philamlife thereafter decided to amend its By-laws by including a provision therein that the holder of Salafrancas position shall hold office at the pleasure of the Board of Directors. Plimalife notified Salafranca of the said development and ordered him to submit a medical certificate showing his state of health, and before such certificate is given, his contract shall be on a month-to-month basis. Despite his failure to comply, Salafranca still

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continued working. Salafranca was subsequently terminated in 1992, thus, he filed a complaint for illegal dismissal with money claims and damages. The Labor Arbiter ruled in Salafrancas favor. The NLRC however reduced the amount of the judgment award. Because of this, Salafranca filed an appeal to the SC. Issue: Whether Philamlife can amend its By-laws in such a way as to make petitioners employment subject to the whims of the BoDs. Held: No. Philamlife cannot amend the By-laws by making the holder of the said position co-terminus with the authority, which employed him. To do so would constitute as an impairment of a contract between an employee on the one hand, and an employer on the other. This would also result in depriving an employee of his security of tenure. If this is allowed, employers can go ahead and amend its Bylaws so as to upset an employees security of tenure. (Also, no evidence was presented to show that Salfranca was dismissed on valid grounds. Thus, Philamlife was ordered to pay for Salafran cas backwages and other benefits entitled to him under the law.) Loyola Grandvillas v CA Facts: The Home Insurance and Guaranty Corp (HIGC) recognized the LGHVA as the sole homeowners association in Loyola Grand Villas (in QC and Marikina). When LGVHAI was organized, it failed to file its corporate By-laws. In 1988, the officers of LGVHAI tried to register its by-laws, but they still failed to do so. HIGC said that LGVHAI was automatically dissolved for 2 reasons: first, for its failure to submit its by-laws, and second, there was non-user of corporate charter because HIGC had not received any report on LGVs activities. Thus, LGV filed a complaint with HIGC questioning the revocation of their certificate of registration. The HIGC hearing officer recognized the existence of LGVHAI, and revoked the registration of the 2 other associations.

Issue: Whether the failure of a corporation to file its by-laws within one month from the date of its incorporation, as mandated by the Corporation Code, will result in its automatic dissolution. Held: No. It is clear in the Code that the legislature never intended such result. The pertinent provision in the Code states that every corporation must within 1 month after receipt of the official notice of the issuance of its certificate of incorporation adopt a code of bylaws, clearly implying that it is merely directory and not mandatory. It necessarily follows that failure to file the by-laws within such period does not imply the demise of the corporation. By-laws may be necessary for the government of the corporation but these are subordinate to the articles of incorporation as well as to the Corporation Code and other statutes. In the absence of charter or statutory provisions to the contrary, by-laws are not necessary either to the existence of a corporation or to the valid exercise of the powers conferred upon it, certainly in all cases where the charter sufficiently provides for the government of the body; and even where the governing statute in express terms confers upon the corporation the power to adopt by-laws, the failure to exercise the power will be ascribed to mere non-action which will not render void any acts of the corporation which would otherwise be valid. The mere fact, however, of the existence of power in the corporation to adopt by-laws does not ordinarily and of necessity make the exercise of such power essential to its corporate life, or to the validity of any of its acts. As the rules and regulations or private laws enacted by the corporation to regulate, govern, and control its own actions, affairs, and concerns and its stockholders or members and directors and officers with relation thereto and among themselves in their relation to it, they may not be essential to corporate birth but certainly, these are required by law for an orderly governance and management of corporations. Nonetheless,

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failure to file them within the period required by law by no means tolls the automatic dissolution of a corporation. Grace Christian High School v CA Facts: Petitioner is an educational institution situated in Grace Village in QC. Grace Village Association adopted in 1968 its by-laws which provide for the conduct of its annual meetings, which shall be held on the 1st Sunday of January of every year at the principal office of the association at 2:00 PM, wherein its members shall elect by secret balloting the members of the board. In 1975, a committee of its board of directors prepared a draft of an amendment to the by-laws, changing the day of the annual meetings to a Thursday, with each member being entitled to vote based on the amount of membership fee paid. It also included a proviso that candidate receiving 14 highest number of votes shall be proclaimed as elected until their successors are elected and have qualified. It also provided that the Schools representative shall be a permanent director of the association. This draft was never presented to the general membership for approval, but, was presumably presented to the BoDs, as the representative of the school was given a permanent seat therein for 15 years. In a letter to the schools principal, the association informed it that all directors should be elected by the members, and in effect revoked the schools permanent seat in the BoDs. Thus, the school sought to have the previous arrangement giving the school a permanent seat in the BoDs, as it claims to have a vested right thereto, be reinstated. This was denied by the Association, and upon a petition for mandamus to HIGC, the request was also denied. Likewise, its appeals board also dismissed petitioners appeal, which was affirmed by the CA. Thus, the petitioner brought suit in the SC. Issue: Whether petitioner has the right to have a representative sit in the Board of Directors of the association as a permanent member thereof. Held: No. The amendment granting petitioner the right to have its representative sit permanently in the board of the association was never approved by the majority of the members of the association as required by the provisions of the Corporation Code and its by-laws. The Board of Directors of corporations must be elected from among the stockholders or members. The amendment from which petitioner anchors his right is therefore contrary to the law. Being so, the fact that for 15 years it has not been questioned or challenged but, on the contrary, appears to have been implemented by the members of the association cannot forestall a later challenge to its validity. Neither can it attain validity through acquiescence because, if it is contrary to law, it is beyond the power of the members of the associations to waive its invalidity. For that matter, the members of the association may have formally adopted the provision in question, but their action would be of no avail because no provision of the by-laws can be adopted if it is contrary to law. Section 47 Contents of By-laws Q: What must the by-laws contain? A: It must contain the following: a) Meetings of directors or trustees b) Meeting of stockholders/members c) Form of proxies

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d) Qualifications, duties and compensation directors/trustees/officers/employees

of

A: Yes. This may be done by the majority vote of the outstanding capital stock or the members. Q: What is the difference between adopting the original by-laws from the amendment of the by-laws? A: The adoption of the original by-laws may not be delegated to the Board of Directors, and must be done by the original stockholders/members, and only amendments or repeals may be delegated. Q: Does the amendment of the by-laws differ from the amendment of the Articles of incorporation? A: Yes. Unlike amendment or repeal of new by-laws, amendment of the Article of Incorporation cannot be delegated (see Sec. 16) Cases: Gokongwei v SEC: (Same case as in the previous Section) Every Corporation has the inherent power to make and adopt by-laws, such power of self-government being essential to enable the corporation to accomplish its purpose. A corporation may prescribe in its by-laws the qualifications of its directors. Section 22 of the Corporation Law provides that the owners of majority of the subscribed capital stock may amend or repeal any by-law or adopt new ones.

e) Time/manner of giving notice for holding annual elction of directors/trustees (in a Stockholders/Members meeting) f) Election/appointment /term of office of officers (in a Board meeting) g) Penalty for violations of By-laws h) Manner of issuing stock certififcates i) Other matters (Compare these matters with contents of Articles of Incorporation in Sec. 14) Section 48 Amendments to (or repeal or adoption of) By-laws Q: How are by-laws amended/repealed? A: The amendment must be voted upon by the majority of the board in a meeting, AND the majority of the outstanding capital stock or members at a meeting called for this purpose. Even stockholders who hold non-voting shares may vote. Q: May the power to amend the by-laws be delegated to the Board of directors? A: Yes. For this, 2/3 vote of the outstanding capital stock or the members must be attained. Q: May this delegated power be revoked?

TITLE VI MEETINGS Section 49 Kinds of Meetings (of Directors/Trustees, Stockholders/Members)

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Q: What are the different kinds of meetings? A: There are 2 kinds of meetings for both directors/trustees and stockholders/members: a) Regular b) Special Section 50 Regular and Special Meetings of Stockholders or Members Q: When are meetings of Stockholders held? A: For Regular Meetings, they are held: a) Annually on a date fixed by the By-laws b) Otherwise, any date in April as determined by the Board c) Prior to such meeting, a 2-week written notice must be sent to the stockholders/members unless a different period is provided for in the By-laws. (However, the notice requirement may be waived expressly or impliedly.) For Special Meetings: a) They may be held anytime it is necessary or as provided in the By-laws b) Prior to such, there must be a 1-week written notice that must be sent to the stockholders/members, or as provided in the By-laws. (But again, written notice may be waived expressly or impliedly.) Q: Who calls for the stockholders/members meetings? A: This is done by the authorized person provided for in the by-laws. If there is no one so authorized, for any cause, to call a meeting, the SEC, on petition of any stockholder/member, may issue an order for such petitioning stockholder/member to call a meeting. Such stockholder/member shall be the presiding officer in the meeting, until the majority of the stockholders/members elect a presiding officer. Q: Do the courts have authority to issue orders authorizing a stockholder to call a meeting of the stockholders/members? A: Yes. As held in the case of PONCE V ENCARNACION, on the showing of good cause therefore, the court may authorize a stockholder to call a meeting and to preside thereat until the majority stockholders representing a majority of the stock present and permitted to be voted shall have chosen one among them to preside. Again in BOARD OF DIRECTORS V TAN, it was said that a court of equity may, on showing of good reason, appoint a master to conduct and supervise an election of directors when it appears that a fair election cannot otherwise be had. Such a court cannot make directions contrary to statute and public policy with respect to the conduct of such elections.

Cases: Ponce v Encarnacion

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Facts: It was agreed by the stockholders of Daguhoy Enterprises at a stockholders meeting that the said corporation shall be voluntarily dissolved, and was placed under the receivership of Gapol, the largest stockholder. A petition for voluntary dissolution was drafted and signed by Ponce, which was to be filed with the appropriate authorities. It was found out that instead of filing the petition, Gapol filed a complaint in the CFI for the accounting of the funds and assets of the corporation, and to reimburse it the amounts expended for the purchase of a parcel of land, a loan extended to the wife of Ponce, and an amount spent by Ponce in a trip to the US. Gapol contends that such amount, taken from the corporation, was misapplied, misappropriated and misspent by Ponce to his own use and benefit, thus he prayed for the removal of Ponce as a member of the board of directors. Such removal was rejected by the court, but Gapols petition for the calling of a stockholders meeting, was granted. At said meeting, a new set of board of directors was elected. Ponce filed a petition in the lower court seeking to set aside its order, but the same was denied. Thus, they filed for an appeal to the SC. Issue: Whether the Court may issue such order directing a stockholder to call a meeting of the stockholders of a corporation Held: Yes. The corporation law provides that whenever, from any cause, there is no person authorized to call a meeting, or when the officer authorized to do so refuses, fails or neglects to call a meeting, any judge of a CFI on the showing of a good cause therefore, may issue an order to any stockholder or member of a corporation, directing him to call a meeting of the corporation by giving the proper notice required. Thus, on the showing of good cause therefore, the court may authorize a stockholder to call a meeting and to preside thereat until the majority stockholders representing a majority of the stock present and permitted to be voted shall have chosen one among them

to preside. This showing of good cause exists when the court is apprised of the fact that the by-laws of the corporation require the calling of a general meeting of the stockholders to elect the board of directors but the call of the meeting has not been done. There is no need to issue a notice of hearing, nor is there any necessity to hold a hearing, upon the board of directors. The court here found good cause in calling the meeting for the election of a new board, because the chairman of the board of directors who is so authorized to call such meeting, failed, neglected or refused to perform his duty. Having the authority to grant such relief, the lower court did not exceed its jurisdiction nor did it abuse its discretion in granting it. Board of Directors v Tan Facts: The CFI, acting on a suit filed by del Castillo, declared the previous elections of the board of directors of SMB Workers Savings and Loans Association null and void, and ordered that a new meeting be called for the purpose of conducting another election to replace the members of the board. The said court also issued a writ of execution for the immediate execution of the said judgment. Despite opposition form the defendants, the election committee set the meeting for the conduct of the elections. But the plaintiffs filed an ex-parte motion alleging that it would be inequitable to allow the election committee to conduct and supervise the elections, as it is composed of the same members who conducted and supervised the previous elections, which was declared null and void by the court. The plaintiffs also allege that the notice of said meeting was only sent 2 days before the scheduled meeting, which was in contravention of the by-laws of the corporation providing for a 5-day written notice requirement. Thus, they prayed that the court appoint a representative/s, to supervise and conduct the said elections. The court issued an order, which cancelled the scheduled elections and constituted a new committee

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composed of 3 members of the board to conduct and supervise the elections. The MR of defendants having been denied, they filed an appeal in the SC. Issue: Whether the court was guilty of GADLEJ in issuing the said order. Held: No. As provided in the constitution and by-laws of the corporation, notice of a special hearing should be given at least 5 days before the date of the meeting. Since the notice in this case was sent only 2 days before the scheduled meeting, the 5-day previous notice requirement was not complied with. As to the appointment of a new election committee composed of 3 members of the board, the Court, in the exercise of its equity jurisdiction, may appoint such committee, it having been shown that the Election Committee provided for in the by-laws that conducted the avoided elections, if allowed to act as such, may jeopardize the rights of the respondents. A court of equity may, on showing of good reason, appoint a master to conduct and supervise an election of directors when it appears that a fair election cannot otherwise be had. Such a court cannot make directions contrary to statute and public policy with respect to the conduct of such elections. Section 51 Place and Time of Stockholders/Members Meetings Q: Where can the Stockholders/Members meeting be held? A: For Stock Corporations, it must be held in the City or Municipality where the principal office of the corporation is located, which as provided for in Section 14, must be within the Philippines, and if practicable, it must be held in the principal office itself. For Non-stock Corporations, the members meeting may be held even in a municipality outside the place where the principal office of the corporation is located if it is provided in the Articles or in the By-laws, so long as it is in the Philippines. Q: Is Metro Manila considered as a city or municipality? A: Yes, for purposes of determining the place of meetings. Q: In Section 50, it is provided that a written notice be sent to the stockholders prior to the meeting, what must this notice contain? A: It must contain the time and place of such meeting. Q: Is written notice always necessary? A: No, the notice need not be in writing provided such requirement of it being written was waived expressly or impliedly by any stockholder/member. Q: Do notices need to be in a particular form? A: Yes. This is dependent on the purpose for which the meeting has been called, such as: a) For the increase/decrease of the capital stock, Section 38 provides that it must be in writing; b) For the removal of directors or trustees, Section 28 requires such notice to be by publication or by written notice as prescribed by the Code;

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c) For Voluntary Dissolution, Section 118 provides that such notice must be by publication AND written notice be sent by registered mail or served personally; and d) For Merger or Consolidation, Section 77 requires that written notice be served personally or by registered mail, which shall state the purpose of the meeting and shall include a copy of the plan. Q: If the meeting was improperly called or improperly held, does this invalidate the proceedings therein? A: No. All proceedings/business transacted in a meeting are valid even if such meeting was improperly held or called, PROVIDED that all stockholders or members were present or represented. Section 52 Quorum in (Stockholders/Members) Meeting Q: What constitutes a quorum? A: The quorum is that which is specified in the Corporation Code or in the By-laws. Otherwise, it means a majority of the outstanding capital stock/members. This is 50% of the outstanding capital stock (for stock corporations) + 1 share, and not 51% of the outstanding capital stock. For non-stock corporations, it is 50% of all the members, + 1 member. Case: Lanuza v CA Facts: PMMSI was organized in 1952, and in its articles of incorporation, it had 776 subscribed capital stock. But, in its stock and transfer book, which was registered only in 1978, only 165 shares of stock was said to have been subscribed and issued. A special

stockholders meeting was called for the election of a new set of officers of PMMSI, but this was questioned by the respondents alleging that the quorum in the said meeting was based on the number of shares of stock indicated in the stock and transfer book, not on the number of shares indicated in the articles of incorporation. The SEC dismissed respondents petition, but on appeal, it directed the parties to call for a stockholders meeting on the basis of the stockholdings in the articles of incorporation for the purpose of selecting a new set of officers of the corporation. Petitioners, stockholders of PMMSI, filed an appeal with the CA, which held that the basis of the quorum should be the number of shares of stock as found in the articles of incorporation. Thus, the petitioners filed an appeal in the SC. Issue: Whether it is the companys stock and transfer book, or its articles of incorporation, which determines the stockholders shareholdings, and provides the basis for computing the quorum. Held: The Basis for computing the quorum in a stockholders meeting are the stockholders shareholdings indicated in the articles of incorporation. The articles of incorporation has been described as the charter of the corporation and the contractual relationships between the State and the corporation, the stockholders and the State, and between the corporation and the stockholders. Also, the contents of the articles of incorporation are binding, not only on the corporation, but also on its stockholders. Hence, since the articles of incorporation of PMMSI indicate that the were 776 issued and outstanding shares, the petitioners, who are stockholders, cannot be heard to deny such fact. The stock and transfer book only indicates the record of the transactions of the stockholders in reference to their shares of stock, and as a record, it s contents are only prima facie evidence. The stock and transfer book of PMMSI cannot be used as the sole basis for determining the quorum as it does not reflect the totality of shares

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which have been subscribed, more so when the articles of incorporation show a significantly larger amount of shares issued and outstanding as compared to that listed in the stock and transfer book. Section 53 Regular and Special Meeting of Directors/Trustees Q: How often shall the directors/trustees of a corporation meet? A: The frequency of meetings depends on whether it is a regular meeting or a special meeting: a) For Regular meetings, they shall meet monthly unless the Bylaws provide otherwise; and b) For Special meetings, they shall meet at any time upon the call of the President or as provided in the By-laws. Q: Where shall such meetings take place? A: Anywhere in or out of the Philippines unless otherwise provided in the By-laws. This is different from that provided for Stockholders/Members meetings. Q: For directors/trustees meetings, is written notice also required? A: Yes. Such notice must be sent one day in advance, unless otherwise provided in the By-laws. But, again, such written notice requirement may be expressly or impliedly waived by the directors/trustees. Section 54 Who Shall Preside at Meetings Q: Who shall preside in directors/trustees meetings? A: The president shall preside, at all meetings, unless the By-laws provide otherwise. Q: Who shall preside in stockholders/members meetings? A: Same as above, president shall preside, at all meetings, unless the By-laws provide otherwise.

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