Professional Documents
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INTRODUCTION
Different Forms of Business Organization
Theories as to origin of Corporations
Rise and Development of Corporations
Title I
GENERAL PROVISIONS
Definitions and Classifications
Sec. 1 Title of the Code.
Historical Background of our Corporation Code.
Scope of the Code.
Sec. 2 Corporation Defined.
Statutory Definition of Corporation.
Judicial Definitions of Corporation.
Attributes of a Corporation.
Doctrine of corporate entity.
Corporation as an Artificial Personality.
Corporation as a Person, Resident, or Citizen.
Corporation as a Collection of Individuals.
Doctrine of Piercing the Veil of Corporate Entity.
Instances Where Doctrine Applied.
Application of the Instrumentality or Alter Ego rule.
Acquisition by court of jurisdiction over corporation(s) involved.
Corporation as a Creation of Law or by Operation of Law.
Right of Succession of a Corporation.
Powers, Attributes, and Properties of a Corporation.
Distinctions between a Partnership and a Corporation.
Similarities between a Partnership and a Corporation.
Corporation as a Partner.
Advantages of a Business Corporation.
Disadvantages of a Business Corporation.
Title V. BY-LAWS
Sec. 46
Adoption of By-Laws.
Meaning of By-Laws.
Powers to Adopt By-Laws.
Function of By-Laws.
Necessity of Adopting By-Laws.
Time and Procedure for the Adoption of By-Laws.
Effect of Failure to File By-Laws.
Construction, Application, and Effectivity of By-Laws.
Validity of By-Laws.
Must be Consistent with Law.
Must be Consistent with Public Policy.
Must not Impair Obligation of Contracts.
Must be General and Not Directed against Particular Individuals.
Must be Consistent with the Charter or Articles of Incorporation.
Must be Reasonable.
Binding Effect of By-Laws.
Waiver of By-Laws.
Sec. 47
Contents of By-Laws.
Contents of By-Laws.
Sec. 48
Amendments to By-Laws.
Kinds of Meetings.
Sec. 50
Kinds of Meetings.
Necessity of Meetings.
Exceptions to the Rule.
Requisites for a Valid Meeting of Stockholders or Members.
Sec. 51
Quorum in Meetings.
Sec. 57
Proxies.
Meaning of Proxy.
Purpose and Use of Proxies.
Voting by Proxy.
Who may be a Proxy.
Nature of Proxies.
Limitations on Proxies of Stockholders or Members.
Form and Execution of Proxies.
Extent of Authority of Proxy.
Denial of Right to Vote by Proxy in the By-Laws.
Restrictions on Right to Vote by Proxy in the By-Laws.
Proxy Given to Two or More Persons.
Revocation of Proxies.
Duration of Proxy.
Sec. 59
Voting Trusts.