Regular and special meetings of stockholders or members

-Yes. We agree with the inclusion of additional requirements which

needs to be presented or furnished prior and during the regular
meetings because that will facilitate and ensure that the holding of the
regular meeting will be maximized and will be efficient. However, we
suggest that the required written notice requirement prior to the
special meetings be at least two weeks instead of three weeks. Such
would be more inconsonance with the purpose of calling special
meetings which is to address issues or concerns which requires urgent
or immediate attention, deliberation and decision of the stockholders.
Place and time of meetings of stockholders of members.
Yes. Principal office finally set and specified as the venue for
meetings of stockholders, which will ensure convenience for the
stockholders and will assure higher number of stockholders who will
attend the meeting. It further included means for the stockholders to
participate in the meeting and voting in the event that they would
really not be able to personally attend the meeting by providing for
voting in absentia and remote communication through utilization of
technology.
Manner of voting.
The code also provided for several manner wherein stockholders
can vote, namely; in person, in absentia or by proxy. However, this
should be clarified and expanded to know the extent or provide for
implementing rules and guidelines for such. Meanwhile, we agree that
voting done when attendance is by remote communication shall be
equivalent to voting in person provision was a significant for those who
cannot attend but there must be ways to ascertain that not all
members or stockholders will avail of such means, and that their
intention to utilize that said manner of voting was made known to the
other stockholders before the meeting.
Consideration for stocks
-We agree with the inclusion in Section 62 that shares of stock of
another corporation may be a consideration for the issuance of stock.
This is a considerate and good economic provision as it gives another
option for those who want to purchase shares of stocks. But there
much be guidelines and clarifications on this mode of payment
especially to the means of computing for the monetary value of shares
of stock of the buyer to be able to purchase the shares of stock of the
former. There must also be guidelines for implementation as well as
regulation.

Regular Monitoring
A corporation with a perpetual term or a term exceeding twenty-five
years shall be subject to a periodic review by the Commission and shall
submit proof of its intention to continue operations by complying with
the reportorial requirements prescribed therefor on the 25th year and
every 25 years thereafter or at such intervals that the Commission
would prescribe.
Suggestion: We do not agree. The reportorial requirements that would
be presented to the Commission would be too burdensome because it
would ask the corporation to present the compiled documents for the
past 25 years. It is in our belief that the submission of the reportorial
requirements should be 10 years because it is in accordance with the
retention period in BIR Revenue Regulations 17-2013. The regulation
provides that all tax payers are required to preserve their books of
accounts, including subsidiary books and other accounting records for
a period of 10 years reckoned from the day the following the deadline
in filing the return or if filed after the deadline, from the date of filing
the return, for the taxable year, when the last entry was made in the
books of accounts1. Hence, it would be beneficial to submit the
reportorial requirements for the past 10 years.

1 Preservation of Books of Accounts and Other Accounting Records, BIR RR NO. 172013 2 (2013)