Table 1.

Corporation Law
MAJORITY VOTE OF THE BOD ALONE
(E-V-P)

Corporate
Act
Election of
officers
(S.25)

BOD

Salient point

Vacancies in
BOD if not
due to
removal,
expiration of
the term or
increase in
number of
directors
(S.29)
Power to
acquire own
shares (S.
41)

Majority
vote of
remainin
g
directors
if quorum
still exists

If the directors
do not constitute
a quorum
,stockholders
have the right to
elect

Majority
vote

Provided, there
is an
unrestricted
retained
earnings. (Only
for legitimate
purposes.)

Majority
of all the
members
of BOD

MAJORITY VOTE OF THE

STOCKHOLDERS REPRESENTING
MAJORITY OF THE OCS ALONE (F-F-A-D)
Corporate
OCS
Salient point
Act
Fixing of
Majority
*Reasonable per
compensatio of OCS
diems may be
n of directors
given
(S. 30)
*By-laws may
provide for
compensation
*Limit: not more
than 10% of the
net income
before income
tax
Fixing the
issued price
of No-Par
value shares
(S. 62 par.5)

Majority
of OCS

Adoption of

Majority

*Stockholders or
members shall
vote if the
BOD/T are not
authorized by
the AOI and Bylaws to fix the
price.
Non-voting

MAJORITY VOTE OF THE BOARD AND VOTE OF

STOCKHOLDERS REPRESENTING MAJORITY OF THE
OCS
(F-A-M)
Corpora BOD
OCS
Salient point
te Act
Fixing
Majority of
Majority of
the
quorum of
OCS, if BOD is
issued
BOD, if
not authorized
price of
authorized by by the AOI
NO PAR AOI or byValue
laws
Shares
(S.62,la
st par.)
Amend
Majority vote
Majority of OCS Amendment may
ment or
be made by the
Repeal
Board only after
of Bydue delegation
laws or
by the
adoption
stockholders.
of new
Non-voting
By-laws
shares can vote.
( S.48)
Manage
ment
Contract
( S.44)

Majority vote
of BOD of
both
managing and
managed
corp.

Majority of OCS
or members of
both managing
and managed
corp.

MAJORITY VOTE OF THE BOD AND VOTE OF

STOCKHOLDERS REPRESENTING 2/3 OF THE OCS ( A-DA-M-L-I3-E-S )
CORPORATE BOD
OCS
SALIENT POINT
ACT
Amendment
Majority
Vote or
*Non-voting shares
of AOI
Vote
written
can vote
assent of
*Appraisal right is
2/3 of OCS available in certain
or
cases.
members
*Effective upon
approval by SEC,
or date of filing if
not acted upon
within 6 months.
*Must be for a
legitimate purpose.
Dissolution of Majority
2/3 of OCS *Non-voting shares
Corp. (S. 118 vote
or
can vote
and 119)
members

Adoption of

Majority

2/3 of

By-laws
(S.46)

of
OCS/me
mbers

shares can vote

plan or
distribution of
assets of nonstock corp.
(S.95 par.2)
Merger or
Consolidation
(S.77)

vote of
trustees

members
having
voting
rights

Election of
directors /
trustees
(S.24)

Majority
of
OCS/me
mbers

*Candidates with
the highest no.
Of votes get
elected
*Cumulative
voting no. Of
shares x no. Of
directors to be
elected
**Non-voting
shares can vote

Majority of
BOD of
constituen
t corps.

2/3 of OCS
or
members
of
constituent
corps.

MAJORITY VOTE OF THE

STOCKHOLDERS REPRESENTING 2/3 OF
THE OCS ALONE
(P-A-R-D)
Denial of pre- 2/3 of
Only if the AOI
emptive right OCS
or amendment
(S. 39)
thereto denies
pre-emptive right
Delegation of 2/3 of
Delegation can
the power to
OCS
be revoked by
amend,
majority of OCS
repeal or
*Non-voting
adopt byshares cannot
laws (S. 48)
vote

Sale, Lease,
Exchange,
Mortgage,
Pledge,
Dispose of all
or
substantially
all of
corporate
assets ( S. 40

Majority
Vote

2/3 of OCS
or
members

Removal of
Director or
Trustees (S.
28)

2/3 of
OCS or
members

Increase or
decrease of
capital stock
(S. 38)

Majority
Vote

2/3 of OCS
or
members

*Meeting is
required.
*Non-voting shares
can vote
*No appraisal right
*Prior approval of
the SEC is
necessary
*Treasurers sworn
statement is
necessary

Ratification
of act of
disloyal
director
( S.34)
Ratification
of a contract
of selfdealing
directors (S.
32)

2/3 of
OCS

Incur, Create,
Increase
Bonded
Indebtedness
(S. 38)
Investment of
Corporate
funds in
another corp.
Or business
forany other
purpose other
than primary
purpose.

Majority
Vote

2/3 of OCS
or
members

*Meeting is
required.
*Non-voting shares
can vote

Majority
Vote

2/3 of OCS
or
members

*Non-voting shares
can vote
* Appraisal right is
available
* Investment in the
secondary purpose
is covered.

2/3 of
OCS or
members

*Notice and
statement of
purpose is
necessary
* Must be made
in a meeting
called by the
secretary on
presidents order
or on written
demand of
majority of OCS

The contract
must be fair and
reasonable
under the
circumstances.
*Full disclosure
of adverse
interest of
director/ trustees
involved is

*Non-voting shares
can vote
* Appraisal right is
available except
when the plan is
abandoned
*Any amendment to
the plan may be
made provided it is
approved by
majority vote of the
board and 2/3 of
OCS / members
*Majority of the
board is sufficient if
the transaction
does not cover all
or substantially all
of the assets of the
corporation.
*Non-voting shares
can vote
*Appraisal right is
available
*Notice is required.

necessary.
Extension or
shortening of
corporate
term (S.37)

Majority
Vote

2/3 of OCS
or
members

*Non-voting shares
can vote
* Appraisal right is
available
*Effected through
an amendment of
AOI

Issuance of
stock
dividends
(S.43)

Majority of
the
quorum

2/3 of OCS
or
members

There must be
unrestricted
retained earnings