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    Summary of Voting Requirements (RCC)

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    This document summarizes the voting requirements for various powers and actions for corporations according to the Revised Corporation Code. It outlines that amendments to articles of incorporation, removal of directors, increasing capital stock, and approving mergers typically require a majority vote of the board of directors plus a 2/3 vote of outstanding common stock. Election of directors, granting compensation to directors, and adopting bylaws usually require a majority vote of outstanding common stock.

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    Summary of Voting Requirements (RCC)

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    だみ
    1K views3 pages
    This document summarizes the voting requirements for various powers and actions for corporations according to the Revised Corporation Code. It outlines that amendments to articles of incorporation, removal of directors, increasing capital stock, and approving mergers typically require a majority vote of the board of directors plus a 2/3 vote of outstanding common stock. Election of directors, granting compensation to directors, and adopting bylaws usually require a majority vote of outstanding common stock.

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    This document summarizes the voting requirements for various powers and actions for corporations according to the Revised Corporation Code. It outlines that amendments to articles of incorporation, removal of directors, increasing capital stock, and approving mergers typically require a majority vote of the board of directors plus a 2/3 vote of outstanding common stock. Election of directors, granting compensation to directors, and adopting bylaws usually require a majority vote of outstanding common stock.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    1K views3 pages

    Summary of Voting Requirements (RCC)

    Uploaded by

    だみ
    This document summarizes the voting requirements for various powers and actions for corporations according to the Revised Corporation Code. It outlines that amendments to articles of incorporation, removal of directors, increasing capital stock, and approving mergers typically require a majority vote of the board of directors plus a 2/3 vote of outstanding common stock. Election of directors, granting compensation to directors, and adopting bylaws usually require a majority vote of outstanding common stock.

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    SUMMARY OF VOTING REQUIREMENTS (REVISED CORPORATION CODE)

    POWERS EXERCISED VOTING REQUIREMENTS

    Amendments of Articles of Incorporation -Majority of the BOD + 2/3 of OCS

    -Majority of OCS (Stock)


    Election of directors
    -Majority of Members (Non-Stock)

    -2/3 of OCS (Stock)


    Removal of directors or trustees
    -2/3 of Members (Non-Stock)

    -Majority of the remaining directors, if still


    constituting quorum;
    Filling a vacancy in the board
    -Otherwise, regular voting of stockholders
    or members

    Granting compensation to directors other than


    -Majority of OCS
    per diems

    Ratifying a company’s contract with a director


    -2/3 of OCS
    or officer

    Ratifying an act of disloyalty by a director -2/3 of OCS

    Delegation of powers to the executive


    -Majority of ExeCom or Members
    committee

    Extend or shorten corporate term -Majority of the BOD + 2/3 of OCS

    Increase or decrease capital stock;


    -Majority of the BOD + 2/3 of OCS
    Incur, create, or increase bonded indebtedness

    Approval to issue shares as payment for


    -2/3 of OCS
    property or debt

    -Majority of the BOD + 2/3 of OCS (Stock)


    Sale of disposition of all or substantially all
    -Majority of Trustees (Non-Stock;No Voting
    assets
    Rights)

    Investing corporate funds in another


    corporation or business, or for another purpose -Majority of the BOD + 2/3 of OCS
    other than its primary purpose

    Approval to issue stock dividends -2/3 of OCS

    1
    Declaration of stock dividends -Majority of the BOD + 2/3 of OCS

    -Majority of the BOD + Majority of OCS


    -2/3 of OCS:
    If there are common stockholders owning
    Entering into management contracts
    1/3 shares in the managing corporation OR
    majority of board members in both
    corporations are the same

    Adoption of by-laws -Majority of OCS

    -Majority of the BOD + Majority of OCS


    -2/3 of OCS (If delegated by the Board)
    Amendment of by-laws
    -Majority of OCS (If revoked, vote required
    to revoke)

    -Majority of OCS (Stock)


    Quorum in meetings
    -Majority of Members (Non-Stock)

    Authorizing the board to fix the issue price of


    no-par value shares if no authorization is given -Majority of OCS
    in the articles or by-laws

    Approval or amendment of a merger or -Majority of the BOD + 2/3 of OCS of


    consolidation plan absorbing and absorbed corporations

    Adopting a distribution plan of assets for a -Majority of the BOD + 2/3 of members with
    dissolving non-stock corporation voting rights

    Amendment of Articles of Incorporation of


    closed corporations seeking to:
    1. Delete or remove any provisions
    -2/3 of OCS
    required under the RCC
    2. Reduce quorum requirements
    3. Reduce voting requirements

    Decision of a religious society to incorporate as


    -2/3 of membership
    religious corporation

    Voluntary dissolution where no creditors are -Majority of the BOD + 2/3 of OCS or
    affected members

    Voluntary dissolution where creditors are -Majority of the BOD + 2/3 of OCS or
    affected members

    -Majority of the BOD + 2/3 of OCS or


    Dissolution by shortening corporate term
    members

    2
    3

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