One Share-One Vote Policy and Voting Rights
- Voting is based on the number of shares and not the number of stockholders present.
- Each share entitles the holder to one vote pursuant to Section 24 of the Corporation Code.
- Common shares have full voting rights and cannot be deprived of such rights except by law.
- All common shares must be equal in voting rights; issuance of multiple voting or non-voting common shares is prohibited.
- Corporations cannot limit the maximum number of votes per stockholder regardless of shareholdings.
Rights of Preferred Shares and Outstanding Capital Stock
- Preferred shares cannot be deprived of voting rights in the following corporate actions:
- Amendments to the articles of incorporation and by-laws
- Sale, lease, exchange, mortgage, pledge, or disposition of substantial corporate property
- Creation or increase of bonded indebtedness
- Changes in capital stock
- Merger or consolidation with other corporations
- Investment of corporate funds in other businesses as per the Corporation Code
- Dissolution of the corporation
- "Outstanding capital stock" as defined in Section 137 of the Corporation Code includes preferred shares for these purposes.
- The provisions of this memorandum circular are effective immediately as of its adoption date.