OCS – Oustranding Capital Stock AOI – Articles of Incorporation
BD – Board of Directors BL – By-laws BT – Board of Trustees AM – Amendment VS – OCS entitled to vote VM – Members entitled to vote EC – Executive Committee
RA 11232 Revised Corporation Code Table of Voting Requirements
SECTION Purpose/Action Voting Requirement
Sec. 11 Corporation in existence before this code elects to retain Majority OCS its specific corporate term (AM of AOI) Extension or shortening a corporate term for Majority of board specific period AND 2/3 OCS Sec. 15 AM of AOI Majority of board AND 2/3 OCS or Members Sec. 23 Quorum for corporations with OCS during election of Majority OCS Directors or Trustees Quorum for corporations with no OCS during election of Majority VM Trustees Regular voting of stockholders and members of board Plurality of OCS or VM members present and constituting a quorum Authorizing stockholders to vote through remote Majority BD communication or in absentia Sec. 27 Removal of directors or trustees 2/3 OCS or VM Written demand by stockholders or members to call a Majority OCS or VM meeting for removal of board member Sec. 28 Filling a vacancy in the board, which is not by removal or Majority remaining of expiration board if still constituting a quorum OTHERWISE Regular voting Filling a vacancy by expiration or removal Regular voting Temporarily filling a vacancy which prevents quorum Unanimous vote of of when emergency action is required board from officers of corporation Filling a vacancy by reason of increase of seats on the Regular voting board Sec. 29 Granting directors or trustees compensation and Majority OCS or approving such members Sec. 31 Approval of material contracts for corporations vested 2/3 BD with public interest AND Majority of independent directors Sec. 33 Ratification of act of disloyalty by director 2/3 OCS Sec. 34 Act of EC Majority EC Delegation of specific matters to EC Majority Board Sec. 36 (see Extension or shortening term of private corporation Majority of board Sec. 11) AND 2/3 OCS Sec. 37 Increase or decrease in capital stock, or create, incur or Majority of board increase bonded indebtedness AND 2/3 OCS or Members Issuing stock as payment of debt 2/3 OCS Sec. 39 Sale, lease, exchange, mortgage, pledge or otherwise Majority of board dispose property or assets (SLEMPO) Sale of all or substantially all of corporation’s properties Majority of board and assets AND 2/3 OCS or Members SLEMPO or sale of all for nonstock corporations where no Majority BT members have voting rights Sec. 41 Investment of private corporation in any other Majority of board corporation, business, or purpose other than primary AND purpose 2/3 OCS or members Sec. 42 Issuance of stock dividend 2/3 OCS at meeting duly called Sec. 43 Concluding a management contract with another Board approval corporation AND Majority OCS of both corporations
Concluding a management contract when there are 2/3 VS or members
common stockholders holding 1/3 VS of managing corporation OR Majority Board of both corporations is the same Sec. 45 Adoption of bylaws Majority OCS or members Sec. 47 Amendment of bylaws Majority of board AND Majority OCS or members at meeting duly called Delegating to the board the power to amend, repeal or 2/3 OCS or members adopt new bylaws Revoking the board’s power to amend repeal or adopt Majority OCS or new bylaws members at meeting duly called Sec. 51 Quorum in meetings Majority OCS or members Sec. 52 Quorum to transact corporate business Majority of board Corporate actions (except voting for officers) Majority Quorum of of board Sec. 57 Authorizing voting of stockholders or members through Majority of BD remote communication or in absentia Sec. 61 Fixing the issue price of no-par value shares when not Majority OCS at meeting fixed by AOI or BD duly called Sec. 76 Approving a plan of merger or consolidation Majority of board of each corporation AND 2/3 OCS or members of each corporations Amendment to plan of merger or consolidation Majority of board of each corporation AND 2/3 OCS or members Sec. 94 Adoption of board of trustees of resolution Majority BT recommending plan of distribution Approval of plan of distribution 2/3 VM present in meeting Sec. 102 AOI of close corporation to: 2/3 OCS at meeting duly a. Delete or remove provision required by Title XII called Close Corporations b. Reduce quorum c. Reduce voting requirements Sec. 106 Quorum to transact corporate business of Educational Majority Trustees Corporations Sec. 114 Decision of a religious society to incorporate as a religious 2/3 members corporation Sec. 134 Voluntary dissolution of corporation where no creditors Majority of board are affected AND Majority OCS or members in meeting duly called Sec. 135 Voluntary dissolution of corporation where creditors are 2/3 OCS or members affected
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