Legend

OCS – Oustranding Capital Stock AOI – Articles of Incorporation

BD – Board of Directors BL – By-laws
BT – Board of Trustees AM – Amendment
VS – OCS entitled to vote VM – Members entitled to vote
EC – Executive Committee

RA 11232 Revised Corporation Code Table of Voting Requirements

SECTION Purpose/Action Voting Requirement

Sec. 11 Corporation in existence before this code elects to retain Majority OCS
its specific corporate term
(AM of AOI) Extension or shortening a corporate term for Majority of board
specific period AND
2/3 OCS
Sec. 15 AM of AOI Majority of board
AND
2/3 OCS or Members
Sec. 23 Quorum for corporations with OCS during election of Majority OCS
Directors or Trustees
Quorum for corporations with no OCS during election of Majority VM
Trustees
Regular voting of stockholders and members of board Plurality of OCS or VM
members present and constituting
a quorum
Authorizing stockholders to vote through remote Majority BD
communication or in absentia
Sec. 27 Removal of directors or trustees 2/3 OCS or VM
Written demand by stockholders or members to call a Majority OCS or VM
meeting for removal of board member
Sec. 28 Filling a vacancy in the board, which is not by removal or Majority remaining of
expiration board if still constituting
a quorum
OTHERWISE
Regular voting
Filling a vacancy by expiration or removal Regular voting
Temporarily filling a vacancy which prevents quorum Unanimous vote of of
when emergency action is required board from officers of
corporation
Filling a vacancy by reason of increase of seats on the Regular voting
board
Sec. 29 Granting directors or trustees compensation and Majority OCS or
approving such members
Sec. 31 Approval of material contracts for corporations vested 2/3 BD
with public interest AND
Majority of independent
 directors
Sec. 33 Ratification of act of disloyalty by director 2/3 OCS
Sec. 34 Act of EC Majority EC
Delegation of specific matters to EC Majority Board
Sec. 36 (see Extension or shortening term of private corporation Majority of board
Sec. 11) AND
2/3 OCS
Sec. 37 Increase or decrease in capital stock, or create, incur or Majority of board
increase bonded indebtedness AND
2/3 OCS or Members
Issuing stock as payment of debt 2/3 OCS
Sec. 39 Sale, lease, exchange, mortgage, pledge or otherwise Majority of board
dispose property or assets (SLEMPO)
Sale of all or substantially all of corporation’s properties Majority of board
and assets AND
2/3 OCS or Members
SLEMPO or sale of all for nonstock corporations where no Majority BT
members have voting rights
Sec. 41 Investment of private corporation in any other Majority of board
corporation, business, or purpose other than primary AND
purpose 2/3 OCS or members
Sec. 42 Issuance of stock dividend 2/3 OCS at meeting duly
called
Sec. 43 Concluding a management contract with another Board approval
corporation AND
Majority OCS of both
corporations

Concluding a management contract when there are 2/3 VS or members

common stockholders holding 1/3 VS of managing
corporation OR Majority Board of both corporations is the
same
Sec. 45 Adoption of bylaws Majority OCS or
members
Sec. 47 Amendment of bylaws Majority of board
AND
Majority OCS or
members at meeting
duly called
Delegating to the board the power to amend, repeal or 2/3 OCS or members
adopt new bylaws
Revoking the board’s power to amend repeal or adopt Majority OCS or
new bylaws members at meeting
duly called
Sec. 51 Quorum in meetings Majority OCS or
members
Sec. 52 Quorum to transact corporate business Majority of board
 Corporate actions (except voting for officers) Majority Quorum of of
board
Sec. 57 Authorizing voting of stockholders or members through Majority of BD
remote communication or in absentia
Sec. 61 Fixing the issue price of no-par value shares when not Majority OCS at meeting
fixed by AOI or BD duly called
Sec. 76 Approving a plan of merger or consolidation Majority of board of
each corporation
AND
2/3 OCS or members of
each corporations
Amendment to plan of merger or consolidation Majority of board of
each corporation
AND
2/3 OCS or members
Sec. 94 Adoption of board of trustees of resolution Majority BT
recommending plan of distribution
Approval of plan of distribution 2/3 VM present in
meeting
Sec. 102 AOI of close corporation to: 2/3 OCS at meeting duly
a. Delete or remove provision required by Title XII called
Close Corporations
b. Reduce quorum
c. Reduce voting requirements
Sec. 106 Quorum to transact corporate business of Educational Majority Trustees
Corporations
Sec. 114 Decision of a religious society to incorporate as a religious 2/3 members
corporation
Sec. 134 Voluntary dissolution of corporation where no creditors Majority of board
are affected AND
Majority OCS or
members in meeting
duly called
Sec. 135 Voluntary dissolution of corporation where creditors are 2/3 OCS or members
affected