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RFBT ARALIN MO TO! CPA KA NA SA MAY 2024 > VOTING RIGHTS > Flashcards

VOTING RIGHTS Flashcards

1
Q

Vote for Election

A

Majority of OCS

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2
Q

REMOVAL OF DIRECTOR OR TRUSTEE

A

2/3 of OCS
2/3 of Members if nonstock

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3
Q

MEETING FOR REMOVAL

A

M of OCS

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4
Q

EMERGENCY BOARD

A

Unanimous consent of all remaining directors/trustees

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5
Q

COMPENSATION OF DIRECTORS GRANT BY SHs

A

M of OCS

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6
Q

REMEDY FOR SELF-DEALING DIRECTORS RATIFICATION

A

2/3 of OCS + FULL DISCLOSURE

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7
Q

VOTE TO CREATE EX COM

A

MAJOR OF ALL ITS MEMBERS

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8
Q

VOTE TO DECIDE IN EX COM

A

QUORUM

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9
Q

HOLD A MEETING

A

M OF QUORUM

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10
Q

EXTEND OR SHORTEN TERM

A

M+2/3 of OCS

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11
Q

INCREASE, DECREASE CAP STOCK BONDED INDEBTEDNESS

A

M+2/3 OF OCS

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12
Q

SALE OF ALL OF CORPORATE PROPERTIES AND ASSETS

A

2/3 of OCS OR 2/3 of MEMBERS

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13
Q

SELL, LEASE, EXCHANGE, MORTGAGE, PLEDGE OR DISPOSE OTHER ASSETS

A

MAJORITY VOTE OF BOD

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14
Q

Special Meeting of STHs or members for purpose of removing D/T must be called by secretary. or upon written demand of STHs representing

A

Atleast majority of OCS

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15
Q

RETENTION OF CORPORATE TERM

A

M of SHs/Members

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16
Q

AMENDMENT OF AOI OF ORDINARY CORP

A

M+2/3

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17
Q

AMENDMENT OF AOI OF CLOSE CORP SEEKING TO DELETE OR REMOVE ANY PROVISION REQUIRED UNDER THE RCC OR TO REDUCE A QUORUM OR VOTING REQUIREMENT STATED IN THE AOI

A

2/3 or greater if provided in AOI

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18
Q

SALE OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS

A

M+ 2/3
*not required in non stock where members have no voting rights

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19
Q

INVESTMENT OF CORPORATE FUNDS IN ANOTHER CORPORATION OR BUSINESS OR FOR ANY OTHER PURPOSE

A

M+2/3

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20
Q

MERGER OR CONSOLIDATION

A

M+2/3

21
Q

INCREASE OR DECREASE CS

A

M+2/3

22
Q

INCUR, CREATE OR INCREASE BONDED INDEBTEDNESS

A

M+2/3

23
Q

VOLUNTARY DISSOLUTION WHERE NO CREDITORS ARE AFFECTED

A

M+M

*old is M+2/3

24
Q

VOLUNTARY DISSOLUTION WHERE CREDITORS ARE AFFECTED

A

M+2/3

25
Q

DECLARE STOCK DIVIDENDS

A

M+2/3

26
Q

AMENDMENT TO THE PLAN OF MERGER OR CONSOLIDATION

A

M+2/3

27
Q

DENY PRE-EMPTIVE RIGHT

A

M+2/3 in Case of GF issuance of shares in exchange for property needed for corporate purposes or in payment of a previously contracted debt

28
Q

ADOPTION OF BY LAWS

A

MAJORITY OF MEMBERS
IF FILED PRIOR TO INCORPORATION: ALL INCORPORATORS

29
Q

AMENDMENT OF BY-LAWS

A

M+M

30
Q

DELEGATION TO THE BOARD OF THE POWER TO AMEND, REPEAL, OR ADOPT A NEW BY-LAWS

A

2/3 of Members or STHs

31
Q

REVOCATION OF THE POWER TO AMEND, REPEAL OR ADOPT A NEW BY-LAWS DELEGATED TO THE BOARD

A

MAJORITY OF MEMBERS OR STHs

32
Q

ENTER INTO MANAGEMENT CONTRACT

A

M+M or

M+2/3 if STH/s representing the same interest of both the managing and the managed corporations own or control more than 1/3 of the capital stock in the managing corporation
if a majority of the members of the BOD of managing corpo also constitute a majority of the members of the BOD of managed corporation.

33
Q

ACQUIRE OWN SHARES

A

MAJORITY OF BOD

34
Q

ALLOW STHs to Vote or members to vote through remote communication

A

MAJORITY OF BOD

35
Q

ELECTION OF OFFICERS

A

MAJORITY OF BOD

36
Q

REMOVAL OF DIRECTORS OR TRUSTEES

A

2/3 of MEMBERS

37
Q

FILING A VACANCY IN THE OFFICE OF DIRECTOR AND TRUSTEE IN CASE OF EMERGENCY

A

UNANIMOUS OF THE REMAINING BOD

38
Q

GRANT OF COMPENSATION TO D/T

A

MAJORITY OF MEMBERS

39
Q

DELEGATION OF POWERS TO THE EXCOM

A

MAJORITY OF BOD

40
Q

CREATE SPECIAL COMMITTEES OF TEMPORARY OR PERMANENT NATURE AND DETERMINE THE MEMBERS TERM, COMPOSITION, COMPENSATION, POWERS AND RESPONSIBILITIES

A

MAJORITY OF BOD

41
Q

VALIDITY OF CONTRACTS BETWEEN CORPO HAVING AN INTERLOCKING DIRECTOR WHICH HAS SUBSTANTIAL INTEREST IN THE FORMER AND NOMINAL INTEREST IN THE LATTER

A

MAJORITY OF BOD- nominal corp and if corp is vested with public interest + 2/3 of entire board with atleast majority of ID

42
Q

RATIFICATION OF VOIDABLE CONTRACTS BETWEEN CORPORATIONS HAVING AN INTERLOCKING DIRECTOR WHICH HAS SUBSTANTIAL INTEREST IN THE FORMER AND NOMINAL INTEREST IN THE LATTER

A

2/3 of MEMBERS/STHs for NOMINAL CORP

43
Q

RATIFICATION OF A DIRECTORS ACT OF DISLOYALTY

A

2/3 of MEMBERS/STHs

44
Q

FIX THE ISSUED PRICE OF NO-PAR VALUE SHARES, IF NOT FIXED IN THE AOI

A

MAJORITY OF BOD———IF AUTHORITY IS CONFERRED IN AOI OR BY-LAWS
MAJORITY OF MEMBERS/STHs——- IF NO AUTHORITY IS GIVEN TO THE BOARD

45
Q

DECLARE DUE AND PAYABLE ANY UNPAID SUBSCRIPTION

A

MAJORITY OF BOD

46
Q

ORDER THE SALE OF DELIQUENT STOCK

A

MAJORITY OF BOD

47
Q

DISTRIBUTION OF ASSETS OF A DISSOLVED NON STOCK CORPO

A

M+2/3

48
Q

INCORPORATION FOR THE ADMINISTRATION OF TEMPORALITIES, MANAGEMENT OF AFFAIRS, PROPERTIES, OR ESTATE OF ANY RELIGIOUS SOCIETY

A

2/3 of MEMBERS/STHs

RFBT ARALIN MO TO! CPA KA NA SA MAY 2024 (6 decks)

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