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Matrix on Corporate Powers updated as of Revised
Corporation Code
science (Golden Gate Colleges)
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Powers ExercisedRCC
Extend or shorten
corporate term36
Retention of the current
corporate term11
Vote Required
from the Board of
Trustees/Directors
Vote Required from the
Stockholders/Members
Majority
2/3
NONE
Majority
Right of
Holders of
Non-Voting
Shares to Vote
Yes, by
implication6
No
Availability of
Appraisal
Right
Yes36, 80
Yes11
Yes, if it
changes or
restricts the
right of
shareholders or
shares, or
authorizes
preferences
superior to
outstanding
shares80
No, but any
stockholder
may withdraw
for any reason
and compel the
close
corporation to
purchase shares
held at fair
value104
Amendment of articles of
incorporation of ordinary
corporations15
Majority
2/3
Yes6
Amendment of articles of
incorporation of close
corporations seeking to
delete or remove any
provision required under
the RCC or to reduce a
quorum or voting
requirement stated in the
articles of incorporation102
NONE
2/3 (or greater if provided in
the articles of incorporation)
Yes102
Majority
2/3 (none required in case of
nonstock corporations where
members have no voting
rights)
Yes6
Yes39, 80
Majority
2/3
Yes6
Yes41, 80
Majority
2/3
Yes6
Yes76, 80
Majority
2/3
Yes6
No
Majority
2/3
Yes6
No
Majority
MajorityOLD: 2/3
Yes6
No
Majority
2/3
Yes6
No
Majority
2/3
No
No
Majority
2/3
No
No
No
No
Yes6
No
Yes6
No
Sale or other disposition of
all or substantially all of its
assets39
Investment of corporate
funds in another
corporation or business or
for any other purpose41
Merger or consolidation76
Increase or decrease
capital stock37
Incur, create or increase
bonded indebtedness37
Voluntary dissolution
where no creditors are
affected134
Voluntary dissolution
where creditors are
affected119
Declare stock dividends42
Amendment to the plan of
merger or consolidation76
Deny pre-emptive right38
Majority
Adoption of by-laws45
NONE
Amendment of by-laws47
Delegation to the board of
the power to amend, repeal
or adopt a new by-laws47
Revocation of the power to
amend, repeal or adopt a
Majority
2/3, in case of good faith
issuance of shares in
exchange for property
needed for corporate
purposes or in payment of a
previously contracted debt
Majority
(if filed prior to
incorporation: ALL
INCORPORATORS)
Majority
NONE
2/3
No
No
NONE
Majority
No
No
MATRIX ON CORPORATE POWERS (UPDATED AS OF REVISED CORPORATION CODE) BY NBV
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new by-laws delegated to
the board47
Majority; or
No
No
Majority
2/3, ((1) where a stockholder
or stockholders representing
the same interest of both the
managing and the managed
corporations own or control
more than 1/3 of the total
outstanding capital stock in
the managing corporation; or
(2) where a majority of the
members of the board of
directors of the managing
corporation also constitute a
majority of the members of
the board of directors of the
managed corporation)
NONE
N/A
N/A
Majority
NONE
N/A
N/A
Majority
NONE
N/A
N/A
Majority
NONE
N/A
N/A
NONE
2/3
No
No
Unanimity of the
remaining
directors/trustees
NONE
N/A
N/A
NONE
Majority
No
No
Majority
NONE
N/A
N/A
Majority
NONE
N/A
N/A
Validity of contracts with
self-dealing directors,
trustees, or officers
including related parties31
Majority (if
corporation is
vested with public
interest: 2/3 of
entire board with at
least majority of
independent
directors)
NONE
N/A
N/A
Ratification of voidable
contracts with self-dealing
directors, trustees, or
officers including related
parties31
N/A
2/3
No
No
Validity of contracts
between corporations
having an interlocking
director which has
substantial interest in the
former and nominal
interest in the latter32
NOMINAL CORP:
Majority (if
corporation is
vested with public
interest: 2/3 of
entire board with at
least majority of
independent
directors)
NONE
N/A
N/A
Ratification of voidable
contracts between
N/A
NOMINAL CORP: 2/3
No
No
Enter into management
contract43
Acquire own shares40
Declare cash or property
dividends42
Allow stockholders or
members to vote through
remote communication23
Election of officers24
Removal of directors or
trustees27
Filling a vacancy in the
office of director and
trustee in case of
emergency28
Grant of compensation to
directors or trustees29
Delegation of powers to
the executive committee34
Create special committees
of temporary or permanent
nature and determine the
members’ term,
composition,
compensation, powers, and
responsibilities34
Majority
MATRIX ON CORPORATE POWERS (UPDATED AS OF REVISED CORPORATION CODE) BY NBV
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corporations having an
interlocking director which
has substantial interest in
the former and nominal
interest in the latter 32
Ratification of a director’s
act of disloyalty33
Fix the issued price of nopar value shares, if not
fixed in the articles of
incorporation61
Declare due and payable
any unpaid subscription65
Order the sale of
delinquent stock67
Distribution of assets of a
dissolved nonstock
corporation94
Incorporation for the
administration of the
temporalities, management
of affairs, properties, or
estate of any religious
society114
NONE
2/3
No
No
Majority, if
authority is
conferred in the
articles of
incorporation or
by-laws
Majority, if no authority is
given to the board
No
No
Majority
NONE
N/A
N/A
Majority
NONE
N/A
N/A
Majority
2/3
N/A
N/A
NONE
2/3
N/A
N/A
NOTE: Corporations ALWAYS exercise its powers through at least majority of its board of directors or trustees, unless a higher
proportion is provided under its articles of incorporation and by-laws.
MATRIX ON CORPORATE POWERS (UPDATED AS OF REVISED CORPORATION CODE) BY NBV
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