Voting Requirements in Various Corporate Acts
(Based on the Revised Corporation Code)
Corporate Act
1 Amendment of Articles of
Incorporation
2 Dissolution of Corporation
(Creditors not affected)
3 Dissolution of Corporation
(Creditors are affected)
4
Merger/Consolidation
5 Sale, Lease, Exchange,
Mortgage, Pledge, Disposal of
all or substantially all of
corporate assets
6 Increase or Decrease of
Capital Stock
7 Increase or Decrease of
Bonded-Indebtedness
8 Investment of Corporate
Funds in Another Corporation
or Business or for any Other
Purpose Other Than Primary
Purpose
9 Extension or Shortening of
Corporate Term
10 Issuance of Stock Dividends
11
Election of Officers
12 Filling up Vacancy on Board
13 Acquire Own Shares
14
Fixing Issued Price of No-par
Value Shares
15
Directors'/Trustees'
Vote
Outstanding
Capital
Stock/Members'
Vote
Non-voting
shares can
vote
Sec
Majority
2/3
Yes
15
Majority
Majority
Yes
134
Majority
2/3
Yes
135
Majority of
constituent
corporations
2/3 of
OCS/members of
constituent
corporations
Yes
76
Majority
2/3
Yes
39
Majority
2/3
Yes
37
Majority
2/3
Yes
37
Majority
2/3
Yes
41
Majority
2/3
Yes
36
Majority
Majorty of All
Directors/Trustees
Majority
Majority
2/3
No
42
N/A
N/A
24
N/A
N/A
N/A
N/A
28
40
Majority if BOD is
not authorized by
the AOI
No
61
Majority
Yes
47
Majority if BOD is
authorized by the
AOI
Majority
Amendment or Repeal of
Bylaws or Adoption of New
Bylaws
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16
17 Compensation of Directors
18 Adoption of Bylaws
19 Revoking a Previously
Delegated Right to BOD to
Amend, Repeal, or Adopt New
Bylaws
20
Election of Directors/Trustees
N/A
N/A
Majority in both
managing and
managed
corporations
*In certain cases
specfied by Sec.
43, RCC, 2/3 is
requried in the
managed
corporation
Majority
Majority
N/A
Majority
21 Denial of pre-emptive right
22 Delegation of the power to
Amend, Repeal, or Adopt New
Bylaws to BOD
23 Removal of Directors/Trustees
24 Ratification of Act of Disloyal
Director
25 Ratification of a Contract of
Self-Dealing Directors
N/A
Ranked From
Highest
2/3
N/A
2/3
No
47
N/A
2/3
No
27
N/A
2/3
No
33
N/A
2/3
No
31
Management Contract
Majority in both
managing and
managed
corporations
N/A
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All Rights Reserved.
No
43
No
Yes
29
45
No
47
No
23
No
38