Manner Directors Meetings Stockholders Members Calling Conducting Regular

SEC. 46. Contents of Bylaws. – A private corporation may provide the following in its bylaws:

 (a) The {{c1::time, place and manner of calling and conducting regular or special meetings}} of the directors or trustees;

(b) The {{c1::time and manner of calling and conducting regular or special meetings and mode of notifying}} the stockholders or members thereof;

 (c) The {{c1::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 {{c1::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 {{c1::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 {{c1::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.