Summary of Voting Requirements in the Corporation Code

Old Corporation Code Revised Corporation Code

Section Purpose / Action sought to be Voting Requirement Section No. Voting Requirement
No. done Purpose/Action Sought to be done
Sec. 16 Amendment of Articles of • Majority vote of the Board, Sec. 15 • Majority of the Board,
Incorporation AND Amendment of Articles of And
• 2/3 of outstanding capital Incorporation • 2/3 of outstanding
stock capital stock
• Non-stock, majority of
the board, 2/3 of the
members
Sec. 24 Election of Directors or • Majority of outstanding capital Sec. 23 • Majority of outstanding
Trustees stock Election of Directors or Trustees capital stock

Sec. 25 Quorum of Corporate Officers • Majority of Directors / Sec. 24 Corporate • Immediately after
Trustees present at the Officers election, directors
meeting

Sec. 28 Removal of Directors or • 2/3 of outstanding capital Sec. 27 • 2/3 majority of

Trustees
Sec. 29 Filling a vacancy in the Board
Sec. 30 Granting compensation to
Directors other than per diem
Sec. 32 Ratifying a company’s contract
with a Director / Officer
stock
• Majority of remaining
Directors, if still constituting
quorum;
• Otherwise, regular voting of
stockholders / members
• Majority of outstanding capital
stock
• 2/3 of outstanding capital
stock
Removal of Directors or Trustees outstanding capital
stock
Sec. 28 • Majority of remaining
Vacancies in the office of Director or directors or trustees, if
Trustee; Emergency Board still constituting
quorum
• Otherwise, regular
voting of
stockholders/members
Sec. 29 • Majority of
Compensation of Directors or Trustees outstanding
capital
stock/members
Sec. 31 • 2/3 outstanding capital
Dealings of Directors, Trustees or stock/members
Officers with the Corporation
Sec. 34 Ratifying an act of disloyalty
by a Director
Sec. 35 Actions of the Executive
Committee
Sec. 37 Extending or Shortening
Corporate term (i.e.
Amendment of Articles of
Incorporation)
Sec. 38 Increase / Decrease capital
stock; incur, create or increase
bonded indebtedness
Sec. 39 Approval to issue shares as
payment for property or debt
Sec. 40 Sale or disposition of all or
substantially all assets
Sec. 42 Investing corporate funds in
another corporation / business,
or for another purpose other
than its primary purpose
Sec. 43 Approval to issue stock
dividends
• 2/3 of outstanding capital
stock
• Majority of ExeCom
• Majority vote of the Board,
AND
• Ratified by 2/3 of
outstanding capital stock
• Majority vote of the Board,
AND
• 2/3 of outstanding capital
stock
• 2/3 of outstanding capital
stock
• Majority vote of the Board,
AND 2/3 of outstanding
capital stock
• If non-stock and no voting
rights, majority of Trustees
is
enough
• Majority vote of the Board,
AND
• Ratified by 2/3 of another corporation or business or for
outstanding capital stock
• 2/3 of outstanding capital
stock
Sec. 33
Disloyalty of a Director
Sec. 34
Executive Management, and Other
Special Committees
Sec. 36
Power to Extend or Shorten Corporate
Term
Sec. 37
Power to Increase or Decrease Capital
Stock; Incur, create or increase bonded
indebtedness
Sec. 38
Power to Deny Pre-emptive right
Sec. 39
Sale or Other disposition of Assets
Sec. 41
Power to Invest Corporate Funds In
any other purpose
Sec. 42
Power to Declare Dividends
• 2/3 outstanding capital
stock
• Majority vote of all its
members
• Majority vote of the
board, AND
• Ratified by 2/3 of
outstanding capital
stock/members
• Majority vote of the
board, And
• 2/3 of outstanding
capital stock
• 2/3 of outstanding
capital stock
• 2/3 outstanding capital
stock or 2/3 of its
members
• Majority vote of the
Board, AND
• Ratified by 2/3 of the
outstanding capital
stock or 2/3 of
members in nonstock
corporations
• 2/3 of outstanding
capital stock
Sec. 44 Entering into management
contracts
Sec. 46 Adoption of By-laws
Sec. 48 Amendment of By-laws
Sec. 62 Authorizing the Board to fix
the issue price of no-par value
shares if no authorization is
given in the articles or by-laws
Sec. 77 Approval / Amendment of a
merger plan
• 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
corporations are the same,
2/3 of capital stock
• Majority of outstanding
capital stock
• Majority of the Board
AND Majority of
outstanding capital stock
• May be delegated to the
Board by 2/3 outstanding
capital stock (deemed
revoked by majority vote of
capital stock)
• Majority of outstanding
capital stock
• Majority vote of the Board,
AND 2/3 outstanding
capital stock of ALL
constituent corporations
Sec. 43 • Board approval and
Power to enter into management Majority of capital
contracts 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
corporations are the
same, 2/3 of capital
stock
Sec. 45 Adoption of • Majority of the
By-laws outstanding capital
stock
Sec. 47 • Majority of the Board
Amendment of By-laws AND Majority of
outstanding capital
stock
• May be delegated to
the Board by 2/3
outstanding capital
stock (revoked by
majority vote of
outstanding capital
stock
Sec. 61 • Majority of
Consideration for Stocks outstanding capital
stock
Sec. 76 • Majority of the board
Stockholders’ or Members’ Approval or trustees AND,
• Ratified by the
affirmative vote of at

Sec. 95 Adopting a distribution plan of
assets for a dissolving non-
stock corporation
Sec. 103 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
• Majority vote of the Board,
AND
• 2/3 of members with voting
rights
• 2/3 of outstanding capital
stock, or a greater
proportion provided for in
the articles of incorporation
Sec. 94
Plan of distribution of assets
Sec. 102
Amendment of Articles of Information
least 2/3 outstanding
capital stock OR 2/3
of the members of the
constituent
corporations
• Majority of the board
of trustees
• 2/3 of members with
voting rights or proxy
• 2/3 of outstanding
capital stock whether
with or without voting
rights provided for in
the articles of
information