Powers of Corporation- Vote Reqs

Question 1

Sec. 15 – Amendment of Articles of Incorporation

Answer 1

• At least majority of the
  board
• At least 2/3 of the outstanding
  capital stock

Question 2

Sec. 23 – Election of Directors

Answer 2

• At least majority of the outstanding capital stock

Question 3

Sec. 24 – Appointment of Corporate Officers

Answer 3

• At least majority of the board

Question 4

Removal of Corporate Officers

Answer 4

At least majority of the board

Question 5

Sec. 27 – Removal of Directors/Trustees

Answer 5

At least 2/3 of the outstanding capital stock

Question 6

Sec. 28 – Filling Vacancy in the Board
If the ground is not expiration of the term,
removal, increase in number of board seats
and the remaining directors constitute a
quorum –

Answer 6

Majority of the remaining directors/trustees

Question 7

Sec. 28 – Filling Vacancy in the Board

If the ground is expiration, removal, increase in number of directors; or If the ground is
not expiration, removal, increase in number of board seats but the remaining directors do not constitute a quorum –

Answer 7

at least majority of the outstanding capital stock

Question 8

Sec. 29 – Payment of Compensation to Directors

Answer 8

At least majority of the outstanding capital stock

Question 9

Sec. 34 – Appointment of the members of the
Executive Committee

Answer 9

Majority of the quorum

Question 10

Sec. 34 – Creation of Special Committees

Answer 10

Majority of the quorum

Question 11

Sec. 36 – Extension/ Shortening of the Term

Answer 11

• At least majority of the board
• At least 2/3 of the outstanding capital stock

Question 12

Sec. 37 – Incurring, Creating or Increasing
Bonded Indebtedness; Increasing or Decreasing Capital Stock

Answer 12

• At least majority of the board
• At least 2/3 of the outstanding capital stock

Question 13

Incurring Debt in the Ordinary Course of
Business

Answer 13

Majority of the quorum

Question 14

Sec. 39 – Sale or other Disposition of Assets

In the ordinary course of business -

Answer 14

Majority of the quorum

Question 15

Sec. 39 – Sale or other Disposition of Assets

All or substantially all of corporate assets –

Answer 15

• At least majority of the board
• At least 2/3 of the outstanding capital stock

Question 16

Sec. 41 – Invest Funds in the Primary Purpose

Answer 16

Majority of the quorum

Question 17

Invest Funds to Incidental Purpose for which Corporation is Created

Answer 17

Majority of the quorum

Question 18

Invest the Funds in a Secondary Purpose or
another business

Answer 18

• At least majority of the board
• At least 2/3 of the outstanding capital stock

Question 19

Sec. 42 - Declaration of Cash Dividends

Answer 19

Majority of the quorum

Question 20

Sec. 42 - Declaration of Stock Dividends

Answer 20

• Majority of the quorum
• At least 2/3 of the outstanding capital stock

Question 21

Sec. 43 - Enter into Management Contract

Answer 21

• Majority of the quorum for both managed and managing corporation
• At least majority of the outstanding
  capital stock of each managed and managing corporation

Question 22

Sec. 43 - Enter into Management Contract
If interlocking directors?

Answer 22

but at least 2/3 of the outstanding capital stock
is required from the managed corporation in case interlocking directors and stockholders)

Question 23

Sec. 45 – Adoption of By- laws

Answer 23

Majority of the outstanding capital stock

Question 24

Sec. 46 – Amendment of Bylaws

Answer 24

• At least majority of the board
• At least majority of the outstanding capital stock.

Question 25

Sec. 46 – Amendment of Bylaws If authority to amend will be delegated by stockholders to the board at least 2/3 of the outstanding capital stock. Revocation of them delegation made to the Board

Answer 25

– At least majority of the outstanding capital stock.

Question 26

Sec. 61 – Fixing the Issued Value of No Par Value Shares (if not fixed in the Articles of Incorporation)

Answer 26

* Majority of the quorum * or At least majority of the outstanding capital stock

Question 27

Sec. 75 – Merger or Consolidation

Answer 27

* At least majority of the board * At least 2/3 of the outstanding capital stock

Question 28

Sec 102- Amendment of articles of incorporation of a close corporation

Answer 28

BOD? none * At least 2/3 of the outstanding capital stock

Question 29

Sec. 134 – Voluntary Dissolution Where No Creditors are Affected

Answer 29

* At least majority of the board * At least majority of the outstanding capital stock

Question 30

Sec. 135 – Voluntary Dissolution Where Creditors are Affected

Answer 30

* At least majority of the board * At least 2/3 of the outstanding capital stock