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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 company’s 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
1
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)
