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Voting Rights in a non-stock corporation - For a private family preschool

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Arresto Menor

I've been lurking for a while now here, learning a little here and there about business law as I am very fascinated by it and at the same time I've been looking to start my own preschool. I've been teaching for 10 years now and now ready to take it to the next step.

As I said, I would like to open a small preschool in my area. Now under the law, it seems to be legally an entity, in this case a non-stock corporation, I still need 5 incorporators even though this is my school. Granted I do that, bringing in family member to complete my 5 members, I want to understand the voting rights impact. As with any business, it's challenging enough to deal with anyone when money comes into the picture. In this case, my concern is if all of us have equal rights to one vote during board resolution meetings, I'm afraid that later on, I maybe out voted on decisions and even to the point that I may even be removed as part of the corporation which would be so unfair.

I've read that there could be provisions to the articles of incorporation and/or by-laws where it could be defined that members can have more than one vote. So in the case of 5 board members, I am hoping to have 5 voting rights for myself, and 1 each for the other 4 members so that I ensure I have majority of the votes.

How do I go about writing this in the bylaws? Is it possible?

Thank you so much.


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Arresto Menor
And just to add, is it possible to base the voting rights on the initial capital contribution amount? Example, if the capital is Php 200k, and I put in 199k, and each vote represents Php 1, then I get majority.

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