Manual on Corporate Governance
Corporate Governance Principles
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- Articles of Incorporation
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AMENDED BY-LAWS OF
ROXAS HOLDINGS, INC. (2003)
(formerly, CENTRAL AZUCARERA DON PEDRO)
SHARES OF STOCK
Article 1.0 Stock Certificates. - Certificates of shares of stock of the Corporation shall be in such form as may be determined by the Board of Directors. Each holder of fully paid stock shall be entitled to a certificate or certificates stock stating the number of shares owned by the stockholder and the designation of class in which issued. All certificates of stock shall bear the signature or facsimile signature of the President and shall be personally countersigned by the Secretary or the Assistant Secretary and sealed with the corporate seal.
Article 2.0. Stock Transfers. - Transfer of stock shall be effected upon endorsement and surrender of the stock certificates; however it will not be in effect or binding on the Corporation until it is duly registered in the stock transfer book, new stock certificates issued and the old ones cancelled.
Article 3.0. Closing of Transfer Book, Fixing of Record Date. - For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books may be closed for a stated period. In lieu of closing the transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of, or to vote at, a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of a meeting is made or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case maybe, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Article, such determination shall apply to any adjournment thereof.
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