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The document outlines various actions that can be taken by a corporation and the required votes for approval. It discusses voting requirements for boards of directors and stockholders for items like amending articles of incorporation, electing directors, removing directors, declaring dividends, mergers, and amendments to bylaws. Key voting requirements include a majority vote of the board of directors and 2/3 of outstanding capital stock for stockholders for major actions like amendments, mergers, sales of assets, and investments not in line with the corporation's primary purpose.
The document outlines various actions that can be taken by a corporation and the required votes for approval. It discusses voting requirements for boards of directors and stockholders for items like amending articles of incorporation, electing directors, removing directors, declaring dividends, mergers, and amendments to bylaws. Key voting requirements include a majority vote of the board of directors and 2/3 of outstanding capital stock for stockholders for major actions like amendments, mergers, sales of assets, and investments not in line with the corporation's primary purpose.
The document outlines various actions that can be taken by a corporation and the required votes for approval. It discusses voting requirements for boards of directors and stockholders for items like amending articles of incorporation, electing directors, removing directors, declaring dividends, mergers, and amendments to bylaws. Key voting requirements include a majority vote of the board of directors and 2/3 of outstanding capital stock for stockholders for major actions like amendments, mergers, sales of assets, and investments not in line with the corporation's primary purpose.
(Sec 16) Capital Stock Election of directors Quorum must be (Sec 24) present, stockholder can vote number of shares either for separate individuals or cumulatively. Fractional votes are not counted Removal of director or 2/3 Outstanding Yes trustee Capital Stock (Sec 28) Filling of vacancy Majority, if there is Yes if there is no Yes, for stockholders other than removal by still quorum quorum, and they will if they have to vote stockholders, elect via the usual expiration of term, method of election and increase of seats (also applicable if (Sec 29) removal is due to removal, expiration of term and increase in seats)
Granting of Majority Yes
compensation to directors other than reasonable per diems (Sec 30) Ratification of 2/3 Outstanding Yes contract with director Capital Stock Provided, that full if first 2 requirements disclosure of the of Sec 32 not complied adverse interest of the with directors or trustees (Sec 32) involved is made at such meeting Provided, however, that the contract is fair and reasonable under the circumstances Ratification of Same as in Sec. 32, if Same as in Sec. 32, if contracts between the interest of the the interest of the interlocking directors director/s is director/s is (Sec 33) substantial in one substantial in one corporation and corporation and nominal in another, nominal in another, substantial meaning substantial meaning stockholdings more stockholdings more than 20% than 20% Ratification of 2/3 Outstanding director acquiring Capital Stock interest (Sec 34) Extend or shorten Majority 2/3 Outstanding Yes corporate term Capital Stock (Sec 37) Note: with appraisal right Increase or decrease Majority 2/3 Outstanding Yes capital stock, create or Capital Stock increase bonded indebtedness (Sec 38) Sale or disposition of Majority 2/3 Outstanding Yes other assets Capital Stock (Sec 40) Note: with appraisal right Invest corporate Majority 2/3 Outstanding Yes funds in another Capital Stock corporation or business not in line with primary purpose (Sec 42) Note: with appraisal right (If in line with primary purpose, only requires approval of the board) Declare dividends Board will declare at 2/3 Outstanding Yes, in case of (Sec 43) their own discretion Capital Stock only in issuance of stock the case of issuance of dividend stock dividend Enter into a Approval General: Majority Yes management contract Exception: 2/3 (Sec 44) Outstanding Capital (Management Stock: contract must not 1.) Where a exceed five years) stockholder or stockholders representing the same interest of both managing and managed corporations own or control more than 1/3 of the managing corporation 2.) Majority of board of managing corporation also constitute majority of managed board Approval of by-laws Majority (Sec 46) By-laws shall be effective only upon issuance of SEC certification Amendments to by- Majority Majority Yes laws (Sec 48) Delegation of 2/3 Outstanding amendments to by- Capital Stock laws (Sec 48) Repeal of delegation Majority Yes (Sec 48) Fixing of price for no May be fixed by board If board has no Yes, if stockholders par value shares if given authority by authority, majority of have to vote (Sec 62) the articles of outstanding capital corporation stock Merger or Majority of each board 2/3 Outstanding Yes, for both consolidation Capital Stock of each corporations (Sec 77) separately Amendment to plan of Majority of each board 2/3 outstanding merger and capital stock of each consolidation board (Sec 77) Plan of distribution of Majority 2/3 members Yes assets of non-stock corporations (Sec 95) Amendment of AOI of 2/3 outstanding Yes close corporation to capital stock, with or delete any required without voting rights, provision or to reduce or greater if provided a quorum or voting by articles of requirement as stated incorporation in the AOI (Sec 103)