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Act No. 1459 Section 31

Section 31

SEC. 31. At all elections of directors there must be present, either in person or by representative authorized to act by written proxy, the own. is of the majority of the subscribed capital stock entitled to vote, or, if there be no capital stock, then a majority of the members entitled to vote. The elections must be by ballot, and every stockholder entitled to vote shall have the right to vote in person or by proxy the number of shares of stock standing at the time fixed in the by-laws in his own name on the stock books of the corporation, and said stockholder may vote such number of shares I'm- as many persons as there are directors or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or ho may distribute them on the same principle among us many candidates as he shall see fit: Provided, That the whole number of votes cast by him shall not exceed the number of shares owned by him as shown by the books of the corporation multiplied by the whole number of directors to be elected: And provided. That no stock declared delinquent by the board of directors for unpaid subscript ions shall be voted. Members of corporations which have no capital stock may cast as many votes for one director as there are directors to be elected, or may distribute the same among any of all of the candidates. Directors receiving the highest number of votes shall be declared elected. Any meeting of the stockholders or members called for an election may adjourn from day to day or from time to time if for any reason no election is had or if there are not present or represented by proxy at the meeting the owners of a majority of the subscribed capital stock entitled to vote or if there be no capital stock a majority of the members entitled to vote.

Read the full instrument → · Open the chapter this section belongs to: CHAPTER I.—General provisions as to corporations. →

Other provisions in CHAPTER I.—General provisions as to corporations.

Compiled from an official source version. Later amendments or repeals may not be reflected; the official text prevails. · Read the official text ↗ · Data as of July 4, 2026

CitationAct No. 1459 Section 31 (LawPlayer, data as of July 4, 2026)

Source: Supreme Court E-Library, Republic of the Philippines. Philippine laws are public documents (works of the government).

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