Right of

Vote Required Availability of

Vote Required from the Holders of
Powers ExercisedRCC from the Board of Appraisal
Stockholders/Members Non-Voting
Trustees/Directors Right
Shares to Vote
Extend or shorten Yes, by
Majority 2/3 Yes36, 80
corporate term36 implication6
Retention of the current
NONE Majority No Yes11
corporate term11
Yes, if it
changes or
restricts the
right of
Amendment of articles of shareholders or
incorporation of ordinary Majority 2/3 Yes6 shares, or
corporations15 authorizes
preferences
superior to
outstanding
shares80
No, but any
Amendment of articles of
stockholder
incorporation of close
may withdraw
corporations seeking to
for any reason
delete or remove any
2/3 (or greater if provided in and compel the
provision required under NONE Yes102
the articles of incorporation) close
the RCC or to reduce a
corporation to
quorum or voting
purchase shares
requirement stated in the
held at fair
articles of incorporation102
value104
2/3 (none required in case of
Sale or other disposition of
nonstock corporations where
all or substantially all of its Majority Yes6 Yes39, 80
members have no voting
assets39
rights)
Investment of corporate
funds in another
Majority 2/3 Yes6 Yes41, 80
corporation or business or
for any other purpose41
Merger or consolidation76 Majority 2/3 Yes6 Yes76, 80
Increase or decrease
Majority 2/3 Yes6 No
capital stock37
Incur, create or increase
Majority 2/3 Yes6 No
bonded indebtedness37
Voluntary dissolution
where no creditors are Majority MajorityOLD: 2/3 Yes6 No
affected134
Voluntary dissolution
where creditors are Majority 2/3 Yes6 No
affected119
Declare stock dividends42 Majority 2/3 No No
Amendment to the plan of
Majority 2/3 No No
merger or consolidation76
2/3, in case of good faith
issuance of shares in
exchange for property
Deny pre-emptive right38 Majority No No
needed for corporate
purposes or in payment of a
previously contracted debt
Majority
(if filed prior to
Adoption of by-laws45 NONE Yes6 No
incorporation: ALL
INCORPORATORS)
Amendment of by-laws47 Majority Majority Yes6 No
Delegation to the board of
the power to amend, repeal NONE 2/3 No No
or adopt a new by-laws47
Revocation of the power to
NONE Majority No No
amend, repeal or adopt a

MATRIX ON CORPORATE POWERS (UPDATED AS OF REVISED CORPORATION CODE) BY NBV 1

new by-laws delegated to
the board47
Majority; or

2/3, ((1) where a stockholder

or stockholders representing
the same interest of both the
managing and the managed
corporations own or control
more than 1/3 of the total
Enter into management
Majority outstanding capital stock in No No
contract43
the managing corporation; or
(2) where a majority of the
members of the board of
directors of the managing
corporation also constitute a
majority of the members of
the board of directors of the
managed corporation)
Acquire own shares40 Majority NONE N/A N/A
Declare cash or property
Majority NONE N/A N/A
dividends42
Allow stockholders or
members to vote through Majority NONE N/A N/A
remote communication23
Election of officers24 Majority NONE N/A N/A
Removal of directors or
NONE 2/3 No No
trustees27
Filling a vacancy in the
Unanimity of the
office of director and
remaining NONE N/A N/A
trustee in case of
directors/trustees
emergency28
Grant of compensation to
NONE Majority No No
directors or trustees29
Delegation of powers to
Majority NONE N/A N/A
the executive committee34
Create special committees
of temporary or permanent
nature and determine the
members’ term, Majority NONE N/A N/A
composition,
compensation, powers, and
responsibilities34
Majority (if
corporation is
Validity of contracts with vested with public
self-dealing directors, interest: 2/3 of
NONE N/A N/A
trustees, or officers entire board with at
including related parties31 least majority of
independent
directors)
Ratification of voidable
contracts with self-dealing
directors, trustees, or N/A 2/3 No No
officers including related
parties31
NOMINAL CORP:
Validity of contracts Majority (if
between corporations corporation is
having an interlocking vested with public
director which has interest: 2/3 of NONE N/A N/A
substantial interest in the entire board with at
former and nominal least majority of
interest in the latter32 independent
directors)
Ratification of voidable
N/A NOMINAL CORP: 2/3 No No
contracts between

MATRIX ON CORPORATE POWERS (UPDATED AS OF REVISED CORPORATION CODE) BY NBV 2

 corporations having an
interlocking director which
has substantial interest in
the former and nominal
interest in the latter 32
Ratification of a director’s
NONE 2/3 No No
act of disloyalty33
Majority, if
Fix the issued price of no- authority is
par value shares, if not conferred in the Majority, if no authority is
No No
fixed in the articles of articles of given to the board
incorporation61 incorporation or
by-laws
Declare due and payable
Majority NONE N/A N/A
any unpaid subscription65
Order the sale of
Majority NONE N/A N/A
delinquent stock67
Distribution of assets of a
dissolved nonstock Majority 2/3 N/A N/A
corporation94
Incorporation for the
administration of the
temporalities, management
NONE 2/3 N/A N/A
of affairs, properties, or
estate of any religious
society114

NOTE: Corporations ALWAYS exercise its powers through at least majority of its board of directors or trustees, unless a higher
proportion is provided under its articles of incorporation and by-laws.

MATRIX ON CORPORATE POWERS (UPDATED AS OF REVISED CORPORATION CODE) BY NBV 3