CORPLAW

MIDTERMS

ATTY. JOSE B. QUIMSON

CROMBONDS 2012-2013

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

Sec. 16

Amendment of Articles of Incorporation

Sec. 28
Sec. 29

Removal of Directors or Trustees

Filling a vacancy in the board

Voting requirement

Sec. 30
Sec. 32
Sec. 34
Sec. 35
Sec. 37
Sec. 38
Sec. 39
Sec. 40

Granting compensation to directors other than per diems

Ratifying a companys contract w/ a director/officer
Ratifying an act of disloyalty by a director
Actions of the Executive Committee
Extending or shortening corporate term (i.e. amendment of
articles of incorporation)
Increase/decrease capital stock; Incur, create or increase
bonded indebtedness
Approval to issue shares as payment for property or debt
Sale or disposition of all or substantially all assets

Sec. 42
Sec. 43
Sec. 44

Investing corporate funds in another corporation or business,

or for another purpose other than its primary purpose
Approval to issue stock dividends
Entering into management contracts

Sec. 46
Sec. 48

Adoption of by-laws
Amendment of by-laws

Sec. 62
Sec. 77

Sec. 95
Sec. 103

Authorizing the board to fix the issue price of no-par value

shares if no authorization is given in the articles or by-laws
Approval/amendment of a merger plan

Adopting a distribution plan of assets for a dissolving non-

stock corporation
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

Majority vote of the board, AND

2/3 of capital stock
2/3 of capital stock
Majority of remaining directors, if still
constituting quorum;
Otherwise, regular voting of
stockholders/members
Majority of capital stock
2/3 of capital stock
2/3 of capital stock
Majority of ExeCom
Majority vote of the board, AND
2/3 capital stock
Majority vote of the board, AND
2/3 capital stock
2/3 capital stock
Majority vote of the board AND 2/3
capital stock
If non-stock, and no voting rights,
majority of trustees is enough.
Majority vote of the board, AND
2/3 capital stock
2/3 capital stock
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
Majority of capital stock
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)
Majority of capital stock
Majority vote of the board AND 2/3
capital stock of ALL constituent
corporations
Majority of the board, AND
2/3 of members with voting rights
2/3 of capital stock, or a greater
proportion provided for in the articles
of incorporation

CORPLAW MIDTERMS

ATTY. JOSE B. QUIMSON

CROMBONDS 2012-2013

Sec. 116

2/3 of its membership

Sec. 118

Decision of a religious society to incorporate as a religious

corporation
Voluntary dissolution where no creditors are affected

Sec. 119

Voluntary dissolution where creditors are affected

Sec. 120

Dissolution by shortening corporate term

Majority of the board AND

2/3 of outstanding capital stock or
members
Majority of the board AND
2/3 of outstanding capital stock or
members
Majority of the board AND
2/3 of outstanding capital stock or
members
(same requirements as amendment of
Articles of Incorporation)