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Minutes Of Extraordinary General Meeting

Minutes Of Extraordinary General Meeting Template for Philippines

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Key Requirements PROMPT example:

Minutes Of Extraordinary General Meeting

"I need Minutes of an Extraordinary General Meeting for a Philippine technology company planning to merge with its subsidiary, scheduled for March 15, 2025, which will be conducted via hybrid meeting format with both physical and virtual attendance options."

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Document background
Minutes Of Extraordinary General Meeting are essential corporate documents required under Philippine law when companies need to address urgent matters or special resolutions that cannot wait until the annual general meeting. These minutes must comply with the Revised Corporation Code of the Philippines and SEC regulations, documenting crucial corporate actions such as amendments to articles of incorporation, mergers, acquisitions, disposition of substantial assets, or changes in corporate structure. The document records attendees, quorum, discussions, and voting results, serving as legal evidence of corporate decisions and protecting both the company's and shareholders' interests. It's particularly important for regulatory compliance and corporate governance, often requiring submission to the Securities and Exchange Commission for certain corporate actions.
Suggested Sections

1. Meeting Details: Date, time, venue/mode of meeting (physical/virtual/hybrid), and type of meeting (EGM)

2. Attendance and Quorum: List of directors, officers, stockholders present (in person or by proxy), and confirmation of quorum requirement being met

3. Notice and Call: Confirmation that proper notice was given as required by law and corporate by-laws, including date and method of notice

4. Chairman and Secretary: Identification of the meeting's chairman and secretary

5. Agenda: Statement of the specific purpose(s) and agenda items for the extraordinary general meeting

6. Previous Minutes: Reading and approval of previous meeting minutes (if applicable)

7. Main Business: Detailed discussion of each agenda item, including proposals, deliberations, and voting results

8. Resolutions: Full text of all resolutions passed, including voting results and manner of approval

9. Closing: Time of adjournment and signature block for Chairman and Secretary

Optional Sections

1. Stockholder Questions and Comments: Section recording significant questions, comments, or objections raised by stockholders during the meeting

2. Management Presentations: Details of any presentations made by management regarding the agenda items

3. Special Appearances: Record of any special attendees such as legal counsel, independent auditors, or other professional advisors

4. Dissenting Opinions: Documentation of any formal dissenting opinions or abstentions that stockholders wish to have recorded

5. Corporate Actions: Specific section for recording corporate actions requiring SEC or other regulatory filing or approval

Suggested Schedules

1. Attendance Sheet: Detailed list of all attendees including stockholders present in person or by proxy, with shareholding details

2. Proxy Forms: Copies of valid proxy forms submitted for the meeting

3. Notice of Meeting: Copy of the notice sent to stockholders, including proof of service

4. Presentation Materials: Copies of any presentations or materials shown during the meeting

5. Voting Results: Detailed tally of votes for each resolution, including proxies

6. Registration Sheet: Record of stockholders who registered for the meeting

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Banking and Financial Services

Manufacturing

Technology

Real Estate

Retail

Energy

Telecommunications

Healthcare

Transportation

Mining

Agriculture

Construction

Education

Professional Services

Relevant Teams

Legal

Corporate Secretariat

Board Relations

Compliance

Corporate Governance

Executive Office

Investor Relations

Risk Management

Records Management

Corporate Communications

Relevant Roles

Corporate Secretary

General Counsel

Chief Executive Officer

Board Chairman

Chief Financial Officer

Compliance Officer

Legal Manager

Corporate Governance Officer

Board Relations Manager

Executive Secretary

Records Manager

Corporate Communications Manager

Risk Management Officer

Company Director

Investor Relations Manager

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): The primary legislation governing corporations in the Philippines, which provides requirements for conducting stockholders' meetings, including extraordinary general meetings, voting procedures, quorum requirements, and documentation of minutes
Securities Regulation Code (Republic Act No. 8799): Governs securities regulation and transactions, including disclosure requirements and stockholder rights for listed companies conducting extraordinary general meetings
SEC Memorandum Circular No. 6, Series of 2020: Provides guidelines for conducting stockholders' meetings through remote communication or alternative modes during the period of emergency due to COVID-19 and beyond
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the collection, recording, and handling of personal information, which is relevant when documenting attendance and personal details of participants in the meeting minutes
SEC Guidelines on Corporate Governance: Outlines best practices and requirements for corporate governance, including the conduct of stockholders' meetings and documentation requirements
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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