Agenda |
I. Registration II. Opening prayer III. Call to order IV. Certification of Notice and Quorum V. Review and Approval of Previous Minutes a.) Minutes of Regular Stockholders’ Meeting on June 3, 2020 b.) Minutes of Special Stockholders’ Meeting on February 26, 2021 VI. CFO's Report VII. COO's Report VIII. Chairman's Report IX. Approval of Audited Financial Statements as of December 31, 2020 X. Ratification of all acts of the Board of Directors in 2020 XI. Election of Directors for the 2021-2022 Term XII. Appointment of Independent Auditor for Fiscal Year 2021 XIII. Proposed amendment to CLI bylaws as mandated by SEC Memorandum Circular No. 3, Series of 2020: Resolutions for approval: a.) RESOLVED, as it is hereby resolved, that the stockholders of Cebu Landmasters, Inc. (the “Corporation”) amend Article III, Section 4 of its By-laws, to read as follows: “Section 4. Notice of Meeting. Notice for annual and special meetings of stockholders may be sent by the Secretary or Assistant Secretary by personal delivery or by sending the notice by mail, telegraph, cable, facsimile, electronic mail or other electronic means to each stockholder of record entitled to vote thereat at the address and/or facsimile, telegraph number or electronic mail address last known to the Secretary or Assistant Secretary of the Corporation, at least twenty-one (21) calendar days before the date of the meeting. Except where expressly required by law, no publication of any notice of a meeting of stockholders shall be required. Each stockholder shall provide his current residential or office address and electronic mail address to the Secretary not later than thirty (30) days after the regular meeting of the stockholders as provided for in Section 2 of Article III hereof, and shall notify the Secretary of any change in his residential or office address or electronic mail address within five (5) days from the said change. The Secretary shall maintain a record of the current residential or office address, and the electronic mail address of each stockholder of the Corporation. Any notice of any regular or special meeting sent by electronic mail to the last known electronic mail address of a stockholder shall be considered a valid service of the notice upon said stockholder. The notice shall state the date, time and place of the meeting and the agenda or purpose or purposes for which the meeting is called. Such requirements aforesaid and notice of any meetings may be waived, expressly or impliedly, by any stockholder. “When the meeting of stockholders is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the reconvened meeting, any businesses may be transacted at the meeting originally convened.” b.) RESOLVED FINALLY, as it is hereby resolved, that the shareholders authorize the President, the Treasurer, the Corporate Secretary and their respective assistants and/or duly appointed substitutes or attorneys-in-fact to file the necessary documents to accomplish the above amendment to the Corporation’s By-laws. XIV. Other Matters XV. Adjournment |