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Philippine Bar review · Question

Practice question: Bylaws

Multiple Choice Medium

Practice question

Shareholders previously delegated bylaw-amending power to the board. At a regular or special meeting, holders representing a majority of outstanding capital stock vote to revoke it. Does section 47 require two thirds for that revocation?
  1. Yes; the delegation and revocation thresholds are necessarily identical.
  2. Yes; only unanimous revocation is permitted.
  3. Yes; a delegation can never be revoked.
  4. No; only ten percent is required.
  5. No; section 47 permits revocation by the specified majority vote.

Legal references

  • Revised Corporation Code, RA 11232, sections 6 and 45–47, https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html

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