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
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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

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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

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Sec. 46
Sec. 48

Adoption of by-‐laws
Amendment of by-‐laws

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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

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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

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Sec. 119

Voluntary dissolution where creditors are affected

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Sec. 120

Dissolution by shortening corporate term

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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)