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Majority Stockholder Voting Requirements

This document outlines matters in a corporation that require approval by stockholders. It lists 16 matters that require a majority of outstanding capital stock and 16 matters that require approval by 2/3 of subscribed capital stock. Matters requiring a majority include compensation of directors, management contracts, adoption/amendment of bylaws, and fixing the issue value of no-par stocks. Matters requiring 2/3 approval include extending the corporate term, amending the articles, incurring bonded debt, issuing shares for property, and voluntary dissolution.

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91 views1 page

Majority Stockholder Voting Requirements

This document outlines matters in a corporation that require approval by stockholders. It lists 16 matters that require a majority of outstanding capital stock and 16 matters that require approval by 2/3 of subscribed capital stock. Matters requiring a majority include compensation of directors, management contracts, adoption/amendment of bylaws, and fixing the issue value of no-par stocks. Matters requiring 2/3 approval include extending the corporate term, amending the articles, incurring bonded debt, issuing shares for property, and voluntary dissolution.

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Vote of Stockholders Requiring Majority of the Outstanding Capital Stock

1. Compensation other than per diem, for directors (Sec. 30)


2. Power to enter into management contract (Section 44), (of both managed and the
managing corporation) except that if the stockholder/stockholders representing the
same interest of both the managed and the managing corporation own or control
more than 1/3 of the outstanding capital stock of the managing corporation or the
majority of the board of directors of the managing corporation also constitute a
majority of the BOD of the managed corporation, then the management contract
has to be signed by 2/3 of the outstanding capital stock
3. Adoption of by laws (Section 46)
4. Power to amend or repeal by laws (Sec 48)
5. Power to revoke the authority given to the board of directors to amend by laws
(Sec. 48)
6. Fixing of issue value of no par value stocks (Sec. 62)
Vote
1.
2.
3.
4.

of Stockholders Requiring 2/3 of the Subscribed Capital Stock


Extension or Shortening of Corporate term ( Sec. 37)
Amendment of Articles to Increase or Decrease Capital Stock (Sec. 38)
Incurring, creation or increase of bonded indebtedness (Sec. 38)
Issuance of shares in exchange for property needed for corporate purposes or in
payment of a previously contracted debt (Sec. 39)
5. Sale or other disposition of assets (Sec. 40)
6. Investment of Corporate Funds in another Corporation (Sec. 42)
7. Investment of funds for purposes different from those stated in the articles of
incorporation (Sec. 42)
8. Stock dividend declaration (Sec.43)
9. Execution of management contract (Sec. 44)
10.
Delegation to the BOD of the power to amend the by laws, or adopt a new by
laws (Sec. 48)
11.
Other amendments to the articles of incorporation (Sec. 16)
12.
Ratification of certain corporate contracts with a director or officer (Sec. 32)
13.
Ratification of acquisition of business opportunity by a director or officer
(Sec. 34)
14.
Approval of merger or consolidation (Sec. 77)
15.
Removal of directors (Sec. 28)
16.
Voluntary dissolution of corporation (Secs. 118 and 119

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