This article is for general information only and is not legal advice.

Board resolutions are the formal expressions of the board’s will—how a corporation, acting through its board of directors (or board of trustees for nonstock corporations), authorizes contracts, policies, appointments, expenditures, and other corporate acts. In the Philippines, the baseline rules on quorum and voting for board action come primarily from the Revised Corporation Code of the Philippines (Republic Act No. 11232) (“RCC”), then (in that order) the articles of incorporation, the bylaws, and finally board-adopted rules of procedure (so long as they do not conflict with the RCC, the articles, or the bylaws).

1) Core concepts: “quorum” and “vote”

Quorum (board level)

A quorum is the minimum number of directors/trustees who must participate in a board meeting so the board can validly transact business.

Default rule (Philippines): A majority of the number of directors/trustees as stated in the articles of incorporation constitutes a quorum for board meetings, unless the RCC or the corporation’s governing documents require a higher number.

Key point: The default computation is anchored on the number fixed in the articles, not merely the number who happen to be in office or who show up.

Voting threshold (board level)

Once a quorum exists, a proposed act is approved through voting.

Default rule (Philippines): A board resolution is generally approved by the affirmative vote of a majority of the directors/trustees present at a meeting where a quorum is present, unless a higher vote is required by:

the RCC,
the articles of incorporation,
the bylaws, or
applicable special laws/regulations (common in regulated industries and “corporations vested with public interest”).

2) Where the rules come from (hierarchy)

When assessing whether a board resolution is valid, check in this order:

RCC (mandatory statutory rules and minimums)
Special laws/regulations (if applicable, e.g., for regulated entities)
Articles of incorporation (may set higher quorum/vote)
Bylaws (may set higher quorum/vote and procedures)
Board rules of procedure (internal, cannot contradict higher sources)

If there’s a conflict, the lower-ranking rule yields.

3) How to compute quorum correctly

A. The baseline number

Start with the number of directors/trustees stated in the articles of incorporation.

If the articles state 9 directors, quorum is 5 (majority of 9).
If the articles state 7 directors, quorum is 4.

B. Vacancies and “short-handed” boards

A frequent pitfall is assuming quorum “shrinks” when seats are vacant. The safer approach in Philippine practice is that quorum remains based on the authorized number in the articles, not merely the number of incumbents—except for narrow situations where the RCC allows the remaining directors to act (typically related to filling vacancies) and only under specific conditions.

Practical implication: if a 9-seat board has only 6 incumbents, you still generally plan for 5 to constitute quorum (not 4).

C. Abstentions, recusals, and non-voting presence

A director who is present (including via remote communication, if validly allowed) is ordinarily counted for quorum, even if they abstain.
However, abstentions can make it harder to reach the required affirmative votes (see Part 4).

For conflict-of-interest situations, the law provides additional “fairness/safe harbor” requirements (discussed in Part 8). Even if an interested director is physically present, relying on their presence/vote can jeopardize enforceability unless the statutory conditions are satisfied.

4) How to compute the vote required

A. Default voting rule: “majority of those present” (with quorum present)

If quorum is present, approval typically needs more than half of the directors present.

Example 1 (simple):

9-seat board → quorum = 5
Exactly 5 directors attend
Votes: 3 “yes”, 2 “no” → approved (3 is a majority of 5)

Example 2 (abstentions matter):

9-seat board → quorum = 5
Exactly 5 directors attend
Votes: 2 “yes”, 1 “no”, 2 abstain → not approved (needs 3 “yes”)

B. Distinguish these three phrases (they are not the same)

In drafting and compliance, these phrases are often confused:

“Majority of the quorum” → Majority of those present, assuming quorum is present.
“Majority of the board” / “majority of all directors” → Majority of the entire board as fixed in the articles (e.g., 9-seat board needs 5 “yes” even if only 5 attend).
“Two-thirds (2/3) of the board” (or other supermajority) → A higher threshold, usually created by law or the corporation’s governing documents.

When an RCC provision or governing document uses language indicating the vote is of all directors (not merely those present), you must satisfy that higher standard—even if quorum is present.

5) Board meetings: procedural validity that affects resolutions

Even if quorum and votes are satisfied, procedural defects can make a resolution vulnerable.

A. Notice requirements

Board meeting notice (time, place/mode, agenda when required) is typically governed by the bylaws. Defective notice can undermine validity, especially if it prejudiced a director’s ability to participate.

Common curing mechanisms:

Attendance without objection may operate as waiver of notice defects (depending on the bylaws and the circumstances).
Written waiver of notice (often in the bylaws).

B. Agenda and purpose

Some bylaws require that certain matters be specifically stated in the notice/agenda (e.g., approval of major contracts, appointment/removal of key officers, entering into self-dealing transactions). If required and omitted, the resulting resolution is riskier.

C. Minutes and recordkeeping

A board resolution is usually proven through:

Minutes of the meeting, and/or
A Secretary’s Certificate attesting to the resolution.

Poor documentation doesn’t automatically void corporate action, but it increases disputes and weakens enforceability against third parties.

6) Remote participation and “virtual” board meetings

Philippine corporate practice increasingly recognizes participation through remote communication (e.g., videoconference), subject to RCC recognition and SEC/bypass rules as applicable, and typically subject to bylaws or board-approved procedures.

Core compliance themes:

The mode must allow directors to participate contemporaneously, be identified, and vote reliably.
Attendance through remote communication is generally treated as presence for quorum and voting when validly implemented.
Minutes should reflect: mode, identity verification, how votes were cast, and any technical interruptions.

Because implementation details can be technical, corporations often adopt a board policy on remote meetings (platform, authentication, voting method, recording policy, handling disconnections).

7) Action by unanimous written consent (board action without a meeting)

Many Philippine corporations use unanimous written consent (including electronic consent, if properly authenticated) as an alternative to holding a formal meeting—especially for routine approvals, urgent matters, or when directors are in different locations.

Typical legal characteristics:

Unanimity is the central requirement (all directors/trustees must sign/consent).
The consent should be kept with corporate records and referenced in the minutes at the next meeting (good governance practice).
If unanimity is not achieved, the safer course is to call a meeting and proceed under quorum/voting rules.

Unanimous consent is powerful but commonly mishandled; ambiguity in consent language and weak authentication are common causes of later disputes.

8) Interested-director situations: quorum/vote are not enough

A board resolution approving a transaction where a director (or certain related persons/entities) has an interest can be voidable or unenforceable unless statutory “fairness” and approval safeguards are met.

Philippine corporate law generally treats “self-dealing” or “interlocking” transactions as potentially valid only if conditions are satisfied, such as combinations of the following (depending on the type of conflict):

The interested director’s presence was not necessary to constitute quorum, and/or
The interested director’s vote was not necessary for approval, and/or
The transaction is fair and reasonable to the corporation, and/or
Proper ratification/approval is obtained (often involving disinterested directors and/or shareholders/members under specific conditions).

Practical rule: if a director is conflicted, do not “count” on their presence or vote unless you are deliberately proceeding under a recognized statutory safe harbor and documenting fairness and disclosures carefully.

9) Special voting requirements and “board resolution + shareholder approval” situations

A common misconception is that “a board resolution is enough.” Many significant corporate acts require:

board approval, and also
shareholder/member approval meeting specific statutory thresholds.

While the precise shareholder/member thresholds vary by action under the RCC, typical categories requiring both levels of approval include:

Amendments to the articles of incorporation (e.g., increase/decrease capital, change of corporate purpose, etc.)
Merger or consolidation
Sale or disposition of all or substantially all corporate assets
Investment of corporate funds in another business or purpose outside the primary purpose (in many cases)
Dissolution (varies depending on voluntary/involuntary mode and whether creditors are affected)

What matters for this topic: the board side of these actions must still satisfy board quorum and board voting requirements, and the resolution should be drafted to reflect that it is being approved subject to the required shareholder/member approval and regulatory filings.

10) Committees: quorum and voting at the committee level

Boards often act through committees (audit, executive, governance, etc.). Committee authority is not unlimited: a committee may only exercise powers delegated by the board and allowed by law/bylaws.

For committee meetings, quorum and voting are usually set by:

the bylaws, or
the board resolution creating the committee / committee charter.

Default approaches:

Majority of committee members as quorum
Majority of those present for approval

However, certain matters are typically reserved to the full board and cannot be delegated wholesale to a committee (especially matters that the RCC or bylaws require the board itself to decide).

11) Drafting and interpreting board resolutions: technical points that affect validity

A. Make the voting threshold explicit when it matters

If you are approving a matter that requires a higher vote (or where the bylaws impose one), the resolution and minutes should state that it was approved by the required vote (e.g., “approved by a majority of all directors”).

B. Identify the meeting type and mode

Resolutions should be traceable to:

a regular or special meeting,
with proper notice/waiver,
held at a stated place or via a stated remote platform/mode,
on a stated date/time.

C. Attach supporting approvals

If the resolution depends on:

shareholder/member approval,
third-party consents,
regulatory approvals, include “subject to” language and attach or reference the supporting documents when obtained.

D. Secretary’s Certificate as an operational tool

Third parties (banks, counterparties, government agencies) typically rely on a Secretary’s Certificate summarizing:

the existence of quorum,
the vote,
the exact authority granted,
the incumbency of officers authorized to sign.

If the underlying meeting was defective, a certificate does not magically cure it—so the underlying compliance still matters.

12) Common validity problems (and how they usually arise)

No quorum (miscount based on incumbents instead of authorized board size)
Insufficient affirmative votes (abstentions/ties overlooked)
Defective notice not cured by waiver
Conflict-of-interest approval relying on the interested director’s presence/vote without satisfying safe harbors
Improper delegation to committees
Missing shareholder/member approval for acts that require it
Weak documentation (minutes don’t reflect quorum, voting, disclosures, or authority granted)

13) Practical checklist for board resolutions (Philippines)

Before the meeting / consent:

Confirm board size per articles and compute quorum.
Verify notice requirements under bylaws (or prepare waivers).
Identify if any agenda item needs a higher vote or shareholder approval.
Flag conflicts of interest early; prepare disclosures and ensure disinterested approval paths.

During the meeting:

Record attendance (including remote participants) and confirm quorum on the record.
For each resolution: state the motion, second (if required by procedure), discussion summary, votes (yes/no/abstain), and result.
If conflicted directors abstain/recuse, record the disclosure and the abstention/recusal.

After the meeting:

Prepare minutes promptly, have them signed per bylaws/practice.
Issue Secretary’s Certificates only if underlying approvals are solid.
Calendar follow-through steps (shareholder meeting, filings, regulatory submissions).

14) Bottom line

In Philippine corporate practice, board resolutions rest on two pillars:

Quorum (default: majority of the board size fixed in the articles), and
Voting (default: majority of those present, once quorum exists),

unless the RCC, special regulations, the articles, or the bylaws impose stricter thresholds or additional safeguards (especially for conflicted transactions and major corporate acts requiring shareholder/member approval).