CORPLAW MIDTERMS ATTY. JOSE B. QUIMSON CROMBONDS 2012-2013
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Summary of Voting Requirements in the Corporation Code [Note:
Board refers to both board of directors (stock corps) and board of
trustees (non-stock corps), wherever applicable. Capital stock
refers to outstanding capital stock (stock corps) and members
(non-stock corps), wherever applicable.]
Section # Purpose/Action sought to be done Voting requirement
Sec. 16 Amendment of Articles of Incorporation Majority vote of the
board, AND
2/3 of capital stock Sec. 28 Removal of Directors or Trustees
2/3 of capital stock Sec. 29 Filling a vacancy in the board
Majority of remaining directors, if still
constituting quorum; Otherwise, regular voting of
stockholders/members Sec. 30 Granting compensation to directors
other than per diems Majority of capital stock Sec. 32 Ratifying a
companys contract w/ a director/officer 2/3 of capital stock Sec.
34 Ratifying an act of disloyalty by a director 2/3 of capital
stock Sec. 35 Actions of the Executive Committee Majority of ExeCom
Sec. 37 Extending or shortening corporate term (i.e. amendment
of
articles of incorporation) Majority vote of the board, AND 2/3
capital stock
Sec. 38 Increase/decrease capital stock; Incur, create or
increase bonded indebtedness
Majority vote of the board, AND 2/3 capital stock
Sec. 39 Approval to issue shares as payment for property or debt
2/3 capital stock Sec. 40 Sale or disposition of all or
substantially all assets Majority vote of the board AND 2/3
capital stock If non-stock, and no voting rights,
majority of trustees is enough. Sec. 42 Investing corporate
funds in another corporation or business,
or for another purpose other than its primary purpose Majority
vote of the board, AND 2/3 capital stock
Sec. 43 Approval to issue stock dividends 2/3 capital stock Sec.
44 Entering into management contracts Board approval and majority
of capital
stock of both corporations If there are common stockholders
who
own 1/3 share in the managing corporation OR majority of board
members in both corps are the same, 2/3 of capital stock
Sec. 46 Adoption of by-laws Majority of capital stock Sec. 48
Amendment of by-laws Majority of the board AND majority of
capital stock May be delegated to the board by 2/3
capital stock (deemed revoked by majority vote of capital
stock)
Sec. 62 Authorizing the board to fix the issue price of no-par
value shares if no authorization is given in the articles or
by-laws
Majority of capital stock
Sec. 77 Approval/amendment of a merger plan Majority vote of the
board AND 2/3 capital stock of ALL constituent corporations
Sec. 95 Adopting a distribution plan of assets for a dissolving
non-stock corporation
Majority of the board, AND 2/3 of members with voting rights
Sec. 103 Amendment of articles of incorporation of a closed
corporation seeking to:
1. Delete or remove a provision required by Title XII, or 2.
Reduce quorum requirements, or 3. Reduce voting requirements
2/3 of capital stock, or a greater proportion provided for in
the articles of incorporation
