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Sec. 15 – Amendment of Articles of Incorporation
- At least majority of the
board - At least 2/3 of the outstanding
capital stock
Sec. 23 – Election of Directors
- At least majority of the outstanding capital stock
Sec. 24 – Appointment of Corporate Officers
- At least majority of the board
Removal of Corporate Officers
At least majority of the board
Sec. 27 – Removal of Directors/Trustees
At least 2/3 of the outstanding capital stock
Sec. 28 – Filling Vacancy in the Board
If the ground is not expiration of the term,
removal, increase in number of board seats
and the remaining directors constitute a
quorum –
Majority of the remaining directors/trustees
Sec. 28 – Filling Vacancy in the Board
If the ground is expiration, removal, increase in number of directors; or If the ground is
not expiration, removal, increase in number of board seats but the remaining directors do not constitute a quorum –
at least majority of the outstanding capital stock
Sec. 29 – Payment of Compensation to Directors
At least majority of the outstanding capital stock
Sec. 34 – Appointment of the members of the
Executive Committee
Majority of the quorum
Sec. 34 – Creation of Special Committees
Majority of the quorum
Sec. 36 – Extension/ Shortening of the Term
- At least majority of the board
- At least 2/3 of the outstanding capital stock
Sec. 37 – Incurring, Creating or Increasing
Bonded Indebtedness; Increasing or Decreasing Capital Stock
- At least majority of the board
- At least 2/3 of the outstanding capital stock
Incurring Debt in the Ordinary Course of
Business
Majority of the quorum
Sec. 39 – Sale or other Disposition of Assets
In the ordinary course of business -
Majority of the quorum
Sec. 39 – Sale or other Disposition of Assets
All or substantially all of corporate assets –
- At least majority of the board
- At least 2/3 of the outstanding capital stock
Sec. 41 – Invest Funds in the Primary Purpose
Majority of the quorum
Invest Funds to Incidental Purpose for which Corporation is Created
Majority of the quorum
Invest the Funds in a Secondary Purpose or
another business
- At least majority of the board
- At least 2/3 of the outstanding capital stock
Sec. 42 - Declaration of Cash Dividends
Majority of the quorum
Sec. 42 - Declaration of Stock Dividends
- Majority of the quorum
- At least 2/3 of the outstanding capital stock
Sec. 43 - Enter into Management Contract
- Majority of the quorum for both managed and managing corporation
- At least majority of the outstanding
capital stock of each managed and managing corporation
Sec. 43 - Enter into Management Contract
If interlocking directors?
but at least 2/3 of the outstanding capital stock
is required from the managed corporation in case interlocking directors and stockholders)
Sec. 45 – Adoption of By- laws
Majority of the outstanding capital stock
Sec. 46 – Amendment of Bylaws
- At least majority of the board
- At least majority of the outstanding capital stock.
Sec. 46 – Amendment of Bylaws
If authority to amend will
be delegated by stockholders to the
board at least 2/3 of the outstanding
capital stock. Revocation of them delegation made to the Board
– At least majority of the outstanding capital stock.
Sec. 61 – Fixing the Issued Value of No Par Value Shares (if not fixed in the Articles of
Incorporation)
- Majority of the quorum
- or At least majority of the outstanding capital stock
Sec. 75 – Merger or Consolidation
- At least majority of the board
- At least 2/3 of the outstanding capital stock
Sec 102- Amendment of articles of incorporation of a close corporation
BOD? none
* At least 2/3 of the outstanding capital stock
Sec. 134 – Voluntary Dissolution Where No
Creditors are Affected
- At least majority of the board
- At least majority of the outstanding capital stock
Sec. 135 – Voluntary Dissolution Where Creditors
are Affected
- At least majority of the board
- At least 2/3 of the outstanding capital stock
