Amendment of Articles of Incorporation
Power to Extend or shorten corporate
term (i.e. amendment of articles of
incorporation)
Power to Increase/decrease capital
stock; Incur, create or increase bonded
indebtedness
Sale or disposition of all or substantially
all assets
Power to declare dividends in case of
Stock Dividends
Approval/amendment of a
merger/consolidation plan
Adopting a distribution plan of assets
for a dissolving nonstock corporation
Voluntary Dissolution where creditors
are not affected
Voluntary Dissolution where creditors
are affected
Dissolution by shortening corporate
term
Power to enter into management Majority of BOD and Majority vote of OCS of
contract
Amendment of by--‐laws
Filling a vacancy in the board
Actions of the Executive Committee
Sale or disposition of all or substantially
all assets
Exception: In case of Abandonment
Investing corporate funds in another
corporation or business, or for another
purpose.
Exception to Exception: If Implied
power
Majority vote of the BOD + 2/3 of OCS
Majority vote of the BOD and 2/3 capital stock
Majority vote of the board and
2/3 of OCS
Majority vote of the board and 2/3 of OCS
Majority of BOD & 2/3 of OCS
Majority of BOD & 2/3 of OCS of absorbing &
absorbed corporations
Majority of the BOD &
2/3 of members with voting rights
1. Majority vote of BOD or BOT
2. 2/3 of OCS or 2/3 of members
1. Majority vote of BOD or BOT
2. 2/3 of OCS or 2/3 of members
Majority of the BOD & 2/3 of OCS or
members
managing and managed corporations
Majority of BOD & Majority of OCS
Majority of remaining directors, if still constituting
quorum; Otherwise, regular voting of stockholders
or members
Majority of members
Majority vote of BOD
If nonstock, and no voting rights, majority of
trustees is enough.
Majority of BOD
 Majority of OCS (stock corp)
Election of Directors
Majority of members (nonstock)
Granting compensation to directors
Majority of OCS
other than per diems
Adoption of by-laws Majority of OCS
Amendment of by--‐laws
Exception to Exception: Majority of the OCS
If revoked, vote required to revoke
Quorum in meetings
Stock Corporations Majority of OCS
Nonstock Corporations Majority of members
Authorizing the board to fix the issue
price of no--‐par value shares if no Majority of OCS
authorization is given in the articles or
by--‐laws

Removal of Directors or Trustees 2/3 of OCS or 2/3 of the members

Ratifying a company’s contract w/ a
2/3 of OCS
director/officer
Ratifying an act of disloyalty by a
director 2/3 of OCS
Approval to issue shares as payment
2/3 of OCS
for property or debt
Power to enter into management 1. 1/3 of OCS of managing and the managed are
contract the same
Exception: if 2. Majority of BOD of both are the same
Rule 2/3 of OCS of managed corporation
Amendment of by--‐laws
Exception: 2/3 of OCS
If delegated by stockholders

Corporation shall not considered 2/3 of voting stock or rights is owned & controlled
Close by another corp. (open)
Amendment of articles of incorporation
of a closed
corporation seeking to:
1. Delete or remove a provision
required by Title XII, or 2/3 of OCS
2. Reduce quorum requirements,
or
3. Reduce voting requirements
Religious Society 2/3 of membership