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Act Vote of Board Vote of Stockholders Meeting

Amendment of AOI Majority 2/3 Outstanding

(Sec 16) Capital Stock
Election of directors Quorum must be
(Sec 24) present, stockholder
can vote number of
shares either for
separate individuals
or cumulatively.
Fractional votes are
not counted
Removal of director or 2/3 Outstanding Yes
trustee Capital Stock
(Sec 28)
Filling of vacancy Majority, if there is Yes if there is no Yes, for stockholders
other than removal by still quorum quorum, and they will if they have to vote
stockholders, elect via the usual
expiration of term, method of election
and increase of seats (also applicable if
(Sec 29) removal is due to
removal, expiration of
term and increase in

Granting of Majority Yes

compensation to
directors other than
reasonable per diems
(Sec 30)
Ratification of 2/3 Outstanding Yes
contract with director Capital Stock Provided, that full
if first 2 requirements disclosure of the
of Sec 32 not complied adverse interest of the
with directors or trustees
(Sec 32) involved is made at
such meeting
Provided, however,
that the contract is
fair and reasonable
under the
Ratification of Same as in Sec. 32, if Same as in Sec. 32, if
contracts between the interest of the the interest of the
interlocking directors director/s is director/s is
(Sec 33) substantial in one substantial in one
corporation and corporation and
nominal in another, nominal in another,
substantial meaning substantial meaning
stockholdings more stockholdings more
than 20% than 20%
Ratification of 2/3 Outstanding
director acquiring Capital Stock
(Sec 34)
Extend or shorten Majority 2/3 Outstanding Yes
corporate term Capital Stock
(Sec 37)
Note: with appraisal
Increase or decrease Majority 2/3 Outstanding Yes
capital stock, create or Capital Stock
increase bonded
(Sec 38)
Sale or disposition of Majority 2/3 Outstanding Yes
other assets Capital Stock
(Sec 40)
Note: with appraisal
Invest corporate Majority 2/3 Outstanding Yes
funds in another Capital Stock
corporation or
business not in line
with primary purpose
(Sec 42)
Note: with appraisal
(If in line with
primary purpose, only
requires approval of
the board)
Declare dividends Board will declare at 2/3 Outstanding Yes, in case of
(Sec 43) their own discretion Capital Stock only in issuance of stock
the case of issuance of dividend
stock dividend
Enter into a Approval General: Majority Yes
management contract Exception: 2/3
(Sec 44) Outstanding Capital
(Management Stock:
contract must not 1.) Where a
exceed five years) stockholder or
the same
interest of
managing and
own or control
more than 1/3
of the
2.) Majority of
board of
also constitute
majority of
Approval of by-laws Majority
(Sec 46)
By-laws shall be
effective only upon
issuance of SEC
Amendments to by- Majority Majority Yes
(Sec 48)
Delegation of 2/3 Outstanding
amendments to by- Capital Stock
(Sec 48)
Repeal of delegation Majority Yes
(Sec 48)
Fixing of price for no May be fixed by board If board has no Yes, if stockholders
par value shares if given authority by authority, majority of have to vote
(Sec 62) the articles of outstanding capital
corporation stock
Merger or Majority of each board 2/3 Outstanding Yes, for both
consolidation Capital Stock of each corporations
(Sec 77) separately
Amendment to plan of Majority of each board 2/3 outstanding
merger and capital stock of each
consolidation board
(Sec 77)
Plan of distribution of Majority 2/3 members Yes
assets of non-stock
(Sec 95)
Amendment of AOI of 2/3 outstanding Yes
close corporation to capital stock, with or
delete any required without voting rights,
provision or to reduce or greater if provided
a quorum or voting by articles of
requirement as stated incorporation
in the AOI
(Sec 103)