VOTING TRUST
CASES WHEN STOCKHOLDER’S ACTION IS REQUIRED
By Majority of Vote (of the outstanding capital stock and
entitled to vote)
1. Fixing of the issue value of no par value shares but the
articles may fix the issue price or may authorize the Board
of Directors to fix said issue value (Sec. 62);
2. Adoption or amendments to the By-Laws (Sec. 48);
3. Execution of Management contracts, unless in case of
interlocking shareholders of more than one-third (1/3) in the
managing corporation or interlocking majority of directors
in both managed and managing corporations (Sec. 44);
4. Revocation of delegation to the Board of Directors on the
amendment of By-Laws (Sec. 48);
5. Calling a meeting to remove directors (Sec. 26); and
6. Payment of compensation for directors unless already fixed
in the By-Laws.
By a Two-Thirds (2/3) Vote
1. Declaration of bond or stock dividends (Sec. 43);
2. Investment in other corporations or for purposes other than
those provided in the Articles of Incorporation (Sec. 42);
3. Certain amendments to the Articles of Incorporation (Sec. 16
& Sec. 37);
4. Delegation to the Board of Directors to amend the By-Laws
(Sec. 48);
5. Sale, lease, exchange, mortgage, pledge or other disposition of
all or substantially of the corporate assets, but stockholders’
action is not required if corporation’s business is not
substantially limited or if the proceeds are used to continue the
remaining business (Sec. 40);
6. Removal of a director (Sec. 28);
7. Ratification of voidable contracts in certain cases between a
corporation and its director or trustee (Sec. 32);
8. Voluntary dissolution of the corporation (Sec. 118);
9. Execution of management contracts in cases of interlocking
stockholders or directors (Sec. 44);
10. Increase or decrease of capital stock and creation or increase of
bonded indebtedness (Sec. 38);

11. Extending or shortening corporate term (Sec. 37);

12. Issuance of shares not subject to pre-emptive right (Sec. 39)