Rotation of AFP Reserve Officers

Amendments extending corporate existence, changing rights of share classes, authorizing superior preference shares, or restricting stockholder rights trigger special procedures.
Stockholders who did not vote for the amendment may object within 40 days and demand payment for their shares.

If the corporation and stockholder cannot agree on share value, it is determined by an appraisal committee of three disinterested persons.
Findings of the appraisers are final.
Payment must be made by the corporation within 30 days after the award.
If unpaid, the stockholder may recover payment through legal action.
Upon payment, the stockholder must transfer shares as directed by the corporation.
Banks, trust companies, and insurance companies must dispose of reacquired shares within six months.

A dissenting stockholder making a demand ceases to be a stockholder and loses all rights except the right to receive payment.
Payment is only due if the corporation’s remaining assets after payment are not less than the corporation’s debts, liabilities, and the par or issued value of remaining subscribed capital stock.

A certified copy of the amended articles, signed by president, secretary, and majority of the board, must be filed with the Securities and Exchange Commission (SEC).
From filing, the corporation and members are subject to the amended provisions as if originally included.
Extensions of corporate existence may not exceed fifty years per amendment.
Amended and original articles together must include all statutory provisions.
Amendments may not increase or diminish capital stock or affect rights accrued before filing.

SEC shall collect a filing fee of ten pesos for amended articles.
If the amendment extends corporate existence, fees as provided by existing law for articles of incorporation filing apply.
Amendments for banks, banking institutions, or building and loan associations require a certificate from the Monetary Board of the Central Bank confirming legality before SEC filing.