Atty. Cristina G. Ngo

March 13, 1996 Atty. Cristina G. Ngo Provident Saving Bank Rm. 510 National Life Building Ayala Ave, Makati City, Metro Manila Madam: This refers to your letter requesting advise as to what are the alternatives open to a corporation to be able to serve sufficient notice to minority stockholder in the event that the latter cannot be located . llcd The pertinent provision of the Corporation Code provide: "SECTION 50. Regular and Special meeting of stockholders or members . Regular meetings of stockholders or members shall be held annually on a date fixed in the by-laws, or if not so fixed on any date in April of every year as determined by the board of directors or trustees: Provided, That written notice of regular meeting shall be sent to all stockholders or members of record at least two (2) weeks prior to the meeting, unless a different period is required by the by-laws. Special meetings of stockholders or members shall be held at any time deemed necessary or as provided in the by-laws; Provided, however, That at least one (1) week written notice shall be sent to all stockholders or members unless otherwise provided in the by-laws. "(Emphasis supplied) "SECTION 51. Place and time of meeting of stockholders or members . ... Notice of meetings shall in writing ,and the time and place thereof stated therein. xxx xxx xxx" The use of the words " shall " in the aforecited provisions indicates that " written " notice of meeting is mandatory and therefore an essential requisite for validity of stockholders' meeting .Accordingly, notice in writing to each of the stockholders of records cannot be dispensed with. In the absence of information, from the stockholders concerned of the transfer of their post office address, the corporation is duty bound to send them written notice of all meetings to their last known post office address as shown in the stock and transfer book of the Corporation . Further, the following authorities are imparted: "Unless it may be a notice or advertisement published in accordance with some positive law or legal order, the publication of a notice or advertisement, if not seen or read by a person ,does not charge him constructive or implied notice of its contents ." (66 CJS sec. 14, par. 2, 649 citing the case People for use of school dist, no. 6 Cornejos Country vs. Schaeffer 65 p. 2d 699, 100 Colo 70: emphasis supplied) "The notice of a corporate meeting must be a personal notice, unless it is otherwise provided by the charter or by-laws, and published notice is insufficient where the statute requires a written or printed notice given personally or sent through the mails."(5 Fletcher Sec. 2008 ;emphasis supplied) Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner