How Board Meetings Are Conducted

The board of directors of a corporation exercise the powers of the corporation. Under the Corporation Code, the corporate powers of a corporation, all business conducted and all property of a corporation are generally controlled and held by the board of directors.

The validity of a corporate act is predicated on the following requisites:

(1)      meeting of the directors;

(2)      presence of the required quorum;

(3)     decision of majority of the quorum, or in other cases, a majority of the board (or the vote requirement provided in the by-laws);

(4)      meeting at the time, place, and manner provided in the by-laws. (see Corporation Code, sec. 25; see Corporation Code of the Philippines Annotated, p. 267 [2006]).

A typical agenda for a board meeting is as follows:

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