MERCANTILE LAW LAST MINUTE TIPS 2018

ADDENDUM:
POWERS OF THE
Board of Directors Outstanding Capital Stock (OCS)
CORPORATION
Sec. 16 – Amendment of
Majority of the board 2/3 of the OCS
AOI
Sec. 24 – Election of At least majority of Outstanding
Directors VOTING Capital Stock (OVCS)
Sec. 25 – Appointment
Majority of the entire board
of Corporate Officers
Removal of Corporate
Majority of the entire board
Officers
Sec. 28 – Removal of the
2/3 of the OVCS
Directors
If the ground is expiration, removal,
If the ground is NOT expiration, increase number of directors; OR If
removal, increase in number of the ground is not expiration,
Sec. 29 – Filling up of
board seats AND the remaining removal, increase number of board
Vacancy in the BOD
directors constitute a quorum – seats BUT the remaining directors
Majority of the board DO NOT constitute a quorum –
Majority of the OVCS
Sec. 30 – Payment of
Compensation to Majority of OVCS
Directors
Sec. 37 – Extension of
Term; Shortening of the Majority of the board 2/3 of the OCS
term
Sec. 38 – Incurring,
creating or increasing
bonded indebtedness; Majority of the board 2/3 of the OCS
and increasing or
decreasing OCS
Incurring debt in the
ordinary course of Majority of the quorum
business

Sec. 40 – Sale or other In the ordinary course –

disposition of assets Majority of the quorum

All or substantially all of corporate

assets – 2/3 of the OCS
Majority of the board
Sec. 42 – Invest funds in
Majority of the quorum
the primary purpose
Invest funds to
incidental purpose for
Majority of the quorum
which corporation is
created
Invest the funds in a
Majority of the entire board 2/3 of the OCS
secondary purpose
Sec. 43 - Declaration of
Majority of the quorum
cash dividends
Sec. 43 - Declaration of
Majority of the quorum 2/3 of the OCS
stock dividends
Majority of the OCS of each
managed and managing
Sec. 44 - Enter into Majority of the quorum for both
corporation;
Management Contract managed and managing corporation
The only time that 2/3 of the OCS is

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 MERCANTILE LAW LAST MINUTE TIPS 2018
Sec. 46 – Adoption of by-
laws
Sec. 48 – Amendment of
the by-laws
Sec. 76 – Merger or
Consolidation
Sec. 117 – Dissolution
required from the managed
corporation is in the case of
interlocking directors and
interlocking stockholders.
Adopted within 1 month after
incorporation –
Majority of OCS
Majority of the OCS
If delegate authority of the
Majority of the entire board
stockholders to the board – 2/3 OCS
If they revoke the delegation –
Majority of the OCS
Majority of the entire board 2/3 of OCS
Majority of the entire board 2/3 of OCS