Practice question
A corporation validly issues nonvoting preferred shares and a class with complete voting rights. It proposes an articles amendment and excludes the preferred holders entirely, asserting that equality doctrine neither matters nor allows any vote because their certificates say nonvoting. How does section 6 apply?
- The nonvoting label bars voting on every matter without exception.
- Every nonvoting holder automatically becomes president.
- Only a private agreement may create a statutory vote.
- Section 6 preserves voting on articles amendments for nonvoting holders; classification cannot remove that express statutory entitlement.
- An articles amendment requires no shareholder action.
Legal references
- Revised Corporation Code, RA 11232, sections 3 and 6, https://elibrary.judiciary.gov.ph/thebookshelf/showdocs/2/86463
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