REVIEW NOTES IN REGULATORY FRAMEWORK FOR BUSINESS TRANSACTIONS
Law of Corporations
VOTING REQUIREMENTS
BOARD OF
DIRECTORS
NO
OUTSTANDING COMMON STOCK
CORPORATE ACT
Voting
Majority
1
2
3
4
5
Amendments of Articles of Incorporation (AOI)
6
7
Shortening of corporate term
2/3
Majority
2/3
Majority
2/3
Appraisal
Right
Available?
Yes
Yes
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
Yes
11
Investing corporate funds in another corporation or business for any purpose
other than the primary purpose
✓
✓
✓
Yes
12
Declaration of stock dividends
✓
✓
13
Declaration of cash dividends
✓
14
Entering into a management contract, corporation will be the managing
corporation
✓
15
Entering into a management contract, corporation will be “to-be-managed”
corporation
✓
16
Adoption of by-laws
17
Amendment or repeal of by-laws or adoption of new by-laws
Delegation to BOD or trustees the power to amend or repeal the by-laws or
adoption of new by laws
8
9
10
18
✓
Non-Voting
Written
Assent
Allowed?
Election of directors
✓
Calling a special meeting to remove directors
✓
Removal of BOD member/director
Extension of corporate term
Ratifying a contract of a director/trustee/officer with the corporation
Increase/decrease of capital stock
Incurring, creating or increasing bonded indebtedness
Sale or other disposition of corporate assets
19
Revocation of the proceeding power delegated to BOD or trustees
20
Fixing of issue price of no par value shares [if authorized by AOI]
21
22
Fixing of issue price of no par value shares [if NOT authorized by AOI]
Effecting or amending a plan of merger or consolidation
Yes
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✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
Yes