Scribd
Upload
35 views5 pages

Voting Requirement

The document outlines various voting requirements for decisions made by shareholders and boards of directors. Majority votes are often required for routine decisions, while supermajority votes of 2/3 are needed for more significant decisions like amendments, mergers, and dissolution. Voting requirements vary depending on the type of corporation and issue being voted on.

Uploaded by

marcial hamor
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
35 views5 pages

Voting Requirement

The document outlines various voting requirements for decisions made by shareholders and boards of directors. Majority votes are often required for routine decisions, while supermajority votes of 2/3 are needed for more significant decisions like amendments, mergers, and dissolution. Voting requirements vary depending on the type of corporation and issue being voted on.

Uploaded by

marcial hamor
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
You are on page 1/ 5

VOTING REQUIREMENT

If a meeting is to be hold, who is Majority of the BOD


required?

If they’re going to decide what’s the Majority of the quorum of BOD, unless
vote? law specifies Majority of the BOD

Who runs the corporation? Governing The BOD, which also decides
body?

Instances that SHAREHOLDERS will MAJORITY OF THE OCS


decide, Voting for fixed term

Instances that SHAREHOLDERS will Ultravires act, 2/3 *BIGGER IN VOTES


decide, Voting for ratify
Instances that BOD will also decide Majority of BOD *BIGGER IN VOTES
Majority of Quorum of BOD
Instances that BOTH shareholders and Majority + 2/3
bod will decide Majority + Majority
Combines the vote of the BOD then
ratified by the SH

EMERGENCY BOARD Unanimous consent of ALL remaining


directors / trustee
Self-dealing director 4/5 requisites, 4 is not including
corporation vested in public interest
Remedy Ratified by 2/3 of OCS

AMENDMENT OF Article of Incorporation Majority + 2/3

AMENDMENT OF By-laws Majority + Majority

AMENDMENT OF Close corporation 2/3 of OCS

AMENDMENT OF Cooperative 2/3 of Ms *Members

AMENDMENT OF Plan of Merger of Majority + 2/3 Majority + 2/3


Consolidation

AMENDMENT OF Foreign corporations No vote

Straight voting Give equally


Cumulative voting for one candidate One candidate
Cumulative voting by distribution 2 or 3 persons
Voting in non-stock May cast as many votes buy may not cast
more than 1 vote for a candidate *BOT
Election of BOD/BOT, Manner of voting, Stockholders will be the one to attend or
Direct vote
Election of BOD/BOT, Manner of voting, By proxy, voting trust agreement, etc.
Indirect
in absentia” Direct voting but in remote location
Vote for election BOD Majority of the OCS
Removal of BOD 2/3 OF THE OUSTANDING CAPITAL STOCK
Corporations vested w/ public interest approved by at least 2/3 of the entire
membership of the board + majority of
independent director 20%
Managed M of BOD + M of SH

Exception M + 2/3

5 requisites in Sec 31, If any of the first 3 Ratification by 2/3 of OCS + full disclosure of
conditions are absent – VOIDABLE at the the adverse interest.
option of corporation. REMEDY
5 requisites in Sec 31, If any of the first 3 Majority of the BOD and Majority of the
conditions are absent – VOIDABLE at the Quorum
option of corporation. Vote of BOD
Self-dealing Director Ratified by 2/3 of OCS

4/5 requisites, 4 is not including


corporation vested in public interest

If any of those 3 conditions is absent or


violated, VOIDABLE

REMEDY is vote:
Managing M of BOD + M of SH

Exception M+M

Contracts between corporations with 2/3 of OCS


interlocking directors, Vote to ratified IF
with violation
Disloyalty of Director, Seizing corporate Vote to ratify is 2/3 of OCS
opportunity

Interlocking directors M of BOD

Adoption by laws (if prior) ALL incorporators


Adoption by laws (if after) ALL of OCS

Amendment of by-laws M+M


Vote to create ExCom M of BOD
Vote to decide EXCOM M of ALL its members

Delegate the right 2/3 of OCS


Revocation of Delegation M of OCS, 2/3 of OCS
PROSPECTIVE Must be approved by SEC with justifiable
reason
RETROACTIVE Vote of Majority of OCS is required for
decision to fix term.
REVIVAL of corporation Certificate of Revival of corporate
existence is required. SEC

Favorable recommendation of
appropriate government agency

Quorum for stock corporation Majority of OCS


Compensation of Directors, by-laws Majority of OCS
provide or vote of SHs gives
compensation
Stock Corporation Shareholders elect BOD, BOD appoints
Officers, Majority of OCS

Non-Stock Corporation Members elect BOD, Members appoint


Officers, Majority of Members

Close Corporation Shareholders/BOD elect Officers, appoint


Employees.

Quorum for non-stock corporation Majority of Members


Extend short corporate term Majority + 2/3
Vote required to increase/decrease CS/ incur Majority + 2/3
bonded indebtedness
Vote required for sale or other Majority of BOD
disposition of stock (primary purpose)
If not in primary purpose Majority + 2/3
If to abandon Majority of BOD
Render the corporation incapable of Majority + 2/3
continuing the business
Deny pre-emptive right Majority + 2/3 after the creation
Cash Dividend Majority of quorum of BOD
If not primary purpose to vote Powers to Majority + 2/3
invest corporate funds in another
corporation or for another purpose
If primary purpose to vote Powers to Majority of BOD
invest corporate funds in another
corporation or for another purpose
If reasonably necessary to accomplish the Majority of BOD
primary purpose
Remedy if ultravires 2/3 votes of Outstanding CS is required

Stock dividend Majority of BOD + 2/3 of OCS

Regular meeting quorum Majority of Directors/Trustee


Regular meeting quorum, who decides? Majority of Quorum of BOD
Direct Stockholders
Voting trustee agreement Trustees
Voting for fixing price of no-par share of Majority of OCS
stockholder if not fixed
Stockholders' or Members' Approval, Vote Majority + 2/3 + Majority +2/3
required
Abandon plan of Merger or Consolidation BOD Only
Amendment of plan Majority + 2/3 + Majority +2/3

Plan of Distribution Majority of Board Of Trustees + 2/3 of


members
Amendment of AOI in close corporation 2/3 of OCS with or without voting rights
To create religious societies 2/3 of Members

Voluntary Dissolution where no creditors are Majority + Majority


affected
Voluntary Dissolution where creditors are Majority + 2/3
affected
Dissolution by shortening corporate term Majority + 2/3
Amendments to Articles of Incorporation Depends on its own country
(AOI) or By-Laws of Foreign Corporation

You might also like

pFad - Phonifier reborn

Pfad - The Proxy pFad of © 2024 Garber Painting. All rights reserved.

Note: This service is not intended for secure transactions such as banking, social media, email, or purchasing. Use at your own risk. We assume no liability whatsoever for broken pages.


Alternative Proxies:

Alternative Proxy

pFad Proxy

pFad v3 Proxy

pFad v4 Proxy