(1)Prior to incorporation

a. submitted together with the articles of incorporation, to

the SEC and
b. approved and signed by all the incorporators.
(2) After incorporation
a. submitted within 1 month after the receipt of the official
notice of the issuance of certificate of incorporation, and
b. approved by the stockholders representing at least a
majority of the outstanding capital stock, or by a majority
of the members.

When by-laws are adopted and

filed; by whom adopted (Sec. 46)

Certification by government agency of new by-laws or

amendment of by-laws required (Sec. 46)
The SEC shall not accept for filing the by-laws or any
amendment thereto of any bank, banking institution,
building and loan association, trust company, insurance
company, public utility, educational institutions, or other
special corporations governed by special laws, unless
accompanied by a certificate of the appropriate
government agency to the effect that the by-laws or
amendments thereto are in accordance with law.
Effect of failure to file by-laws within the period
required
The SEC may revoke or suspend the certificate of
registration of the corporation.
When by-laws effective: Upon the issuance of the SEC of a
certification that the by-laws are not inconsistent with the
Corporation Code.

(1) The time, place and manner of calling and conducting regular or
special meetings of the directors or trustees.
(2) The time and manner of calling and conducting regular or
special meetings of the stockholders or members.
(3) The required quorum in meetings of the stockholders or
members and the manner of voting therein.
(4) The form for proxies of stockholders or members and the
manner of voting them.
(5) The qualifications, duties and compensation of directors or
trustees, officers and employees.
(6) The time for holding the annual election of directors or trustees
and the manner of giving notice thereof.
(7) The manner of election or appointment and the term of office of
all officers other than directors or trustees.
(8) The penalties for violation of the by-laws.
(9) In the case of stock corporations, the manner of issuing stock
certificates.
(10)
Such other matters as may be necessary for the proper
transaction of its business and affairs.
Contents of by-laws (Sec. 47)

(1)

(2)

(3)

Vote required
a. majority vote of the board of directors or trustees, and
b. majority of the outstanding capital stock or majority of the members
(voting and non-voting) in a meeting called for the purpose.
Delegation/revocation of power to amend or repeal by-laws or adopt new
by-laws to board of directors or trustees
a. Delegation of the power
The owners of 2/3 of the outstanding capital stock or 2/3 of the members
may delegate to the BOD or trustees power to amend or repeal by-laws or
adopt new by-laws. In such case, the BOD or trustees may amend by-laws
or adopt new by-laws by a majority vote of those present provided there is a
quorum.
b. Revocation of the power
The owners of the majority of the outstanding capital stock or majority of
the members may revoke the power previously delagted to the board.
When amendment or new by-laws affective
upon the issuance by the SEC of a certification that the amended or new bylaws are not inconsistent with the Corporation Code.

Amendment, repeal, or adoption of new

by-laws (Sec. 48)