Board Meeting Requirements in the Philippines: Quorum, Notice, and Minutes

The legal requirements for board of directors meetings in the Philippines are set out in the Revised Corporation Code of the Philippines (Republic Act No. 11232). The board of directors exercises the corporate powers, conducts all business, and controls all properties of the corporation. For a meeting to be valid, directors must receive proper notice, a quorum must be present, and the proceedings must be recorded in minutes. This article explains these requirements in plain language.

Who Can Call a Board Meeting and Who Must Attend

Board meetings are typically called by the corporate secretary, often at the request of the chairperson, president, or a director. The Revised Corporation Code does not prescribe a specific number of meetings per year, but the board must meet as often as necessary to conduct corporate business.

Only directors who own at least one (1) share of stock in a stock corporation may attend and vote. A director who ceases to own at least one share automatically ceases to be a director. In nonstock corporations, trustees must remain members of the corporation.

Quorum Requirements for Board Meetings

A quorum is the minimum number of directors who must be present for the board to validly transact business. Under the Revised Corporation Code, unless the articles of incorporation or bylaws provide otherwise, a majority of the number of directors constitutes a quorum for the transaction of corporate business.

This means that if a corporation has five directors, at least three must be present to constitute a quorum. If the board has seven directors, at least four must be present. The articles of incorporation or bylaws may increase this requirement, but they cannot lower it below a majority.

Every decision of the board requires the vote of at least a majority of the directors present at a meeting where a quorum exists. For example, with a five-member board and three present, at least two votes are needed to approve an act.

Notice Requirements for Board Meetings

The Revised Corporation Code requires that directors be notified of board meetings. The notice must state the date, time, and place of the meeting. Regular meetings may be held without notice if the schedule is fixed in the bylaws. Special meetings, however, require notice to every director.

The bylaws typically specify how many days in advance notice must be given and how it must be delivered. Common methods include written notice by mail, email, or personal delivery. Directors may waive notice in writing, either before or after the meeting. A director who attends a meeting without objecting to the lack of notice is generally deemed to have waived it.

Minutes of Board Meetings

The corporate secretary must record the proceedings of every board meeting in the minutes book. The minutes should include the date and place of the meeting, the names of directors present and absent, the matters discussed, and the results of votes taken.

Minutes serve as the official record of board decisions. They protect the corporation and its directors by documenting that decisions were made properly and with the required votes. The minutes book must be kept at the principal office of the corporation and made available for inspection by directors and, in certain cases, stockholders.

Remote Participation in Board Meetings

The Revised Corporation Code allows directors to participate in board meetings through remote communication, such as video conferencing, provided that the following conditions are met:

• The corporation's bylaws authorize remote participation.
• All directors present and voting are clearly identified.
• The directors can communicate with each other and participate simultaneously.

Directors participating remotely are counted for quorum purposes, and their votes are valid. The minutes should note that a director participated remotely.

Frequently Asked Questions

What is the quorum for a board meeting in the Philippines? A majority of the number of directors constitutes a quorum, unless the articles of incorporation or bylaws require a higher number.

Can board meetings be held online in the Philippines? Yes, if the bylaws allow it and all participating directors can communicate and participate simultaneously.

Who prepares the minutes of a board meeting? The corporate secretary records the proceedings and keeps the minutes book at the corporation's principal office.

Practical Takeaways

• Confirm your quorum rule. Check the articles of incorporation and bylaws; the default is a majority of the board.
• Send proper notice. Follow the notice requirements in the bylaws for special meetings, and keep proof of delivery.
• Record everything. Have the corporate secretary prepare accurate minutes for every meeting.
• Allow remote participation only if authorized. Verify that the bylaws permit video conferencing before holding a remote meeting.
• Count votes correctly. Decisions require at least a majority of the directors present, provided a quorum exists.

This article is general information and not legal advice. For your specific situation, consult a lawyer or ask ASG Legal AI.