Petition for Calling of Meeting
|1. What are the requirements in filing a Petition for Calling of Meeting
|a. A Petition for Calling of Meeting and Election of Officers must pertain to a single corporation only. The consolidation in one (1) petition involving two (2) or more corporations is not allowed;
|b. The Petition must be signed and verified by the: (1) stockholders/members, with proof of ownership/membership attached to the Petition; or (2) members of the board of directors/trustees of the subject corporation, with proof of membership to the board attached to the Petition;
|c. The verified Petition must state:
|the principal place of business or postal address of the corporation; and
|the names of its board of directors/trustees and their respective complete addresses for the service of the Summons and other processes emanating from the Commission;
|d. The Petition shall allege the non-holding of regular/annual stockholders meeting and election, the failure to reschedule the meeting and election, or failure to conduct the rescheduled meeting and election, and its relevant dates, and attach the corporate documents of the subject corporation such as, but not limited to: Articles of Incorporation, By-laws, General Information Sheet (“GIS”) and other documents to support their claims/allegations; and
|e. A Verification and Certification of Non-Forum Shopping.
|2. What are the grounds for a petition for calling of meeting?
|Under the Revised Corporation Code, the Commission’s grant of authority to order the calling of a meeting is limited to instances where there is no person authorized or the authorized person unjustly fails or refuses to conduct a regular meeting.
|3. Can you file a petition for calling of a special stockholders meeting?
|No, the Commission may only grant an order to call the annual regular stockholders meeting.