The document outlines various corporate actions and the required votes for approval. It specifies that major actions such as amending the corporate charter, increasing capital stock, incurring bonded indebtedness, and dissolving the corporation typically require a 2/3 majority vote of the board of directors and a 2/3 majority vote of stockholders. Routine matters such as electing directors, declaring dividends, and adopting bylaws usually require a simple majority vote.
The document outlines various corporate actions and the required votes for approval. It specifies that major actions such as amending the corporate charter, increasing capital stock, incurring bonded indebtedness, and dissolving the corporation typically require a 2/3 majority vote of the board of directors and a 2/3 majority vote of stockholders. Routine matters such as electing directors, declaring dividends, and adopting bylaws usually require a simple majority vote.
The document outlines various corporate actions and the required votes for approval. It specifies that major actions such as amending the corporate charter, increasing capital stock, incurring bonded indebtedness, and dissolving the corporation typically require a 2/3 majority vote of the board of directors and a 2/3 majority vote of stockholders. Routine matters such as electing directors, declaring dividends, and adopting bylaws usually require a simple majority vote.
ITEMS Majority of 2/3 of the Majority of 2/3 votes of
the Board Board of the the
of Directors Stockholders stockholder Directors s or member To extend or shorten Corporate Term Yes Yes to Increase or Decrease Capital Stock Yes Yes Incur, Create or Increase Bonded Yes Yes Indebtedness In nonstock corporations where there are Yes- if no members with voting rights, the vote of non-stock- at least a majority of the trustees in office Board of will be sufficient authorization for the Trustees corporation for the Sale or Other Disposition of Assets.
To sell, lease, exchange, mortgage, Yes
pledge, or otherwise dispose of its property and assets, upon such terms and conditions and for such consideration, which may be money, stocks, bonds, or other instruments for the payment of money or other property or consideration, as its board of directors or trustees may deem expedient.
A sale of all or substantially all of the Yes Yes
corporation’s properties and assets, including its goodwill, Power to Invest Corporate Funds in Yes Yes Another Corporation or Business or for Any Other Purpose Power to Declare Stock Dividends Yes Yes Power to Enter into Management Contract Yes Yes as a rule- except the following: (a) where a stockholder or Yes Yes stockholders representing the same interest of both the managing and the managed corporations own or control more than one-third (1/3) of the total outstanding capital stock entitled to vote of the managing corporation (b) where a majority of Yes Yes the members of the board of directors of the managing corporation also constitute a majority of the members of the board of directors of the managed corporation To retain the previously established Yes corporate term under BP 68. Elects to retain its specific corporate term pursuant to its articles of incorporation To amend the articles of incorporation in Yes yes stock or non-stock corporation To fill the vacancy in the board of directors Yes or trustees other than by removal or by expiration of term if with quorum To grant compensation of directors or yes trustees if there is absence of any provision in the bylaws
In case of corporations vested with public Yes
interest, material contracts with self dealing director shall be valid if approved by at least two-thirds (2/3) of the entire membership of the board, with at least a majority of the independent directors voting to approve the material contract The acts of executive committee said Yes- committee may act, by majority vote of all Majority of its members, on such specific matters all its within the competence of the board, as members may be delegated to it in the bylaws or by majority vote of the board For the adoption of bylaws by the Yes corporation, the affirmative vote of the stockholders representing at least a majority of the outstanding capital stock, or of at least a majority of the members in case of nonstock corporations, shall be necessary. majority of the board of directors or Yes Yes trustees, and the owners of at least a majority of the outstanding capital stock, or at least a majority of the members of a nonstock corporation, at a regular or special meeting duly called for the purpose, may amend or repeal the bylaws or adopt new bylaws. The owners of two-thirds (2/3) Yes of the outstanding capital stock or two-thirds (2/3) of the members in a nonstock corporation may delegate to the board of directors or trustees the power to amend or repeal the bylaws or adopt new bylaws: Provided, That any power delegated to the Yes board of directors or trustees to amend or repeal the bylaws or adopt new bylaws shall be considered as revoked whenever stockholders owning or representing a majority of the outstanding capital stock or majority of the members shall so vote at a regular or special meeting.
Unless otherwise provided in this Code or Yes
in the bylaws, a quorum shall consist of the stockholders representing a majority of the outstanding capital stock or a majority of the members in the case of nonstock corporations.
Unless the Yes
articles of incorporation or the bylaws provides for a greater majority, a majority of the directors or trustees as stated in the articles of incorporation shall constitute a quorum to transact corporate business, and every decision reached by at least a majority of the directors or trustees constituting a quorum, except for the election of officers which shall require the vote of a majority of all the members of the board, shall be valid as a corporate act.
tockholders and members may vote in Yes
person or by proxy in all meetings of stockholders or members.
When so authorized in the bylaws
or by a majority of the board of directors, the stockholders or members of corporations may also vote through remote communication or in absentia: Provided, That the votes are received before the corporation finishes the tally of votes.
The issued price of no-par value shares may Yes
be fixed in the articles of incorporation or by the board of directors pursuant to authority conferred by the articles of incorporation or the bylaws, or if not so fixed, by the stockholders representing at least a majority of the outstanding capital stock at a meeting duly called for the purpose.
Upon approval by a majority vote of each Yes
of the board of directors or trustees of the constituent corporations of the plan of merger or consolidation, the same shall be submitted for approval by the stockholders or members of each of such corporations at separate corporate meetings duly called for the purpose The affirmative vote of stockholders Yes representing at least two-thirds (2/3) of the outstanding capital stock of each corporation in the case of stock corporations or at least two-thirds (2/3) of the members in the case of non-stock corporations shall be necessary for the approval of such plan of merger. Any amendment to the plan of merger or Yes Yes consolidation may be made: Provided, That such amendment is approved by a majority vote of the respective boards of directors or trustees of all the constituent corporations and ratified by the affirmative vote of stockholders representing at least two-thirds (2/3) of the outstanding capital stock or of two-thirds (2/3) of the members of each of the constituent corporations. SEC. 94. Plan of Distribution of Assets. – A Yes Yes plan providing for the distribution of assets, consistent with the provisions of this Title, may be adopted by a nonstock corporation in the process of dissolution in the following manner:
a) The board of trustees shall, by majority
vote, adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a regular or special meeting of members having voting rights;
c) Such plan of distribution shall be
adopted upon approval of at least two-thirds (2/3) of the members having voting rights present or represented by proxy at such meeting.
Voluntary Dissolution Where No Creditors Yes Yes
are Affected. – If dissolution of a corporation does not prejudice the rights of any creditor having a claim against it, the dissolution may be effected by majority vote of the board of directors or trustees, and by a resolution adopted by the affirmative vote of the stockholders owning at least majority of the outstanding capital stock or majority of the members of a meeting to be held upon the call of the directors or trustees.
Voluntary Dissolution Where Creditors are Yes Yes
Affected; Procedure and Contents of Petition. – Where the dissolution of a corporation may prejudice the rights of any creditor, a verified petition for dissolution shall be filed with the Commission. The petition shall be signed by a majority of the corporation’s board of directors or trustees, verified by its president or secretary or one of its directors or trustees, and shall set forth all claims and demands against it, and that its dissolution was resolved upon by the affirmative vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock or at least two-thirds (2/3) of the members at a meeting of its stockholders or members called for that purpose Any director or trustee of a corporation Yes may be removed from office if the following are present: A. VOTE: By a vote of the stockholders holding or representing at least two-thirds (2/3) of the outstanding capital stock, or in a nonstock corporation, by a vote of at least two-thirds (2/3) of the members entitled to vote
Self Dealing Directors Yes
Where any of the first three (3) conditions set forth in the preceding paragraph is absent, in the case of a contract with a director or trustee, such contract may be ratified by the vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock or of at least two-thirds (2/3) of the members in a meeting called for the purpose: Provided, That full disclosure of the adverse interest of the directors or trustees involved is made at such meeting and the contract is fair and reasonable under the circumstances.
The director must account for and refund Yes
to the latter all such profits, unless the act has been ratified by a vote of the stockholders owning or representing at least two-thirds (2/3) of the outstanding capital stock. This provision shall be applicable, notwithstanding the fact that the director risked one’s own funds in the venture.
SEC. 102. Amendment of Articles of Yes
Incorporation of close corproation. – Any amendment to the articles of incorporation which seeks to delete or remove any provision required by this Title or to reduce a quorum or voting requirement stated in said articles of incorporation shall require the affirmative vote of at least two-thirds (2/3) of the outstanding capital stock, whether with or without voting rights, or of such greater proportion of shares as may be specifically provided in the articles of incorporation for amending, deleting or removing any of the aforesaid provisions, at a meeting duly called for the purpose.