Summary of Voting Requirements in the Corporation Code

Old Corporation Code Revised Corporation Code

Section Purpose / Action sought to be Voting Requirement Section No. Voting Requirement
No. done Purpose/Action Sought to be done
Sec. 16 Amendment of Articles of • Majority vote of the Board, Sec. 15 • Majority of the Board,
Incorporation AND Amendment of Articles of And
• 2/3 of outstanding capital Incorporation • 2/3 of outstanding
stock capital stock
• Non-stock, majority of
the board, 2/3 of the
members
Sec. 24 Election of Directors or • Majority of outstanding capital Sec. 23 • Majority of outstanding
Trustees stock Election of Directors or Trustees capital stock

Sec. 25 Quorum of Corporate Officers • Majority of Directors / Sec. 24 Corporate • Immediately after
Trustees present at the Officers election, directors
meeting

Sec. 28 Removal of Directors or • 2/3 of outstanding capital Sec. 27 • 2/3 majority of

Trustees stock Removal of Directors or Trustees outstanding capital
stock
Sec. 29 Filling a vacancy in the Board • Majority of remaining Sec. 28 • Majority of remaining
Directors, if still constituting Vacancies in the office of Director or directors or trustees, if
quorum; Trustee; Emergency Board still constituting
• Otherwise, regular voting of quorum
stockholders / members • Otherwise, regular
voting of
stockholders/members
Sec. 30 Granting compensation to • Majority of outstanding capital Sec. 29 • Majority of
Directors other than per diem stock Compensation of Directors or Trustees outstanding
capital
stock/members
Sec. 32 Ratifying a company’s contract • 2/3 of outstanding capital Sec. 31 • 2/3 outstanding capital
with a Director / Officer stock Dealings of Directors, Trustees or stock/members
Officers with the Corporation
Sec. 34 Ratifying an act of disloyalty • 2/3 of outstanding capital Sec. 33 • 2/3 outstanding capital
by a Director stock Disloyalty of a Director stock

Sec. 35 Actions of the Executive • Majority of ExeCom Sec. 34 • Majority vote of all its
Committee Executive Management, and Other members
Special Committees
Sec. 37 Extending or Shortening • Majority vote of the Board, Sec. 36 • Majority vote of the
Corporate term (i.e. AND Power to Extend or Shorten Corporate board, AND
Amendment of Articles of • Ratified by 2/3 of Term • Ratified by 2/3 of
Incorporation) outstanding capital stock outstanding capital
stock/members
Sec. 38 Increase / Decrease capital • Majority vote of the Board, Sec. 37 • Majority vote of the
stock; incur, create or increase AND Power to Increase or Decrease Capital board, And
bonded indebtedness • 2/3 of outstanding capital Stock; Incur, create or increase bonded • 2/3 of outstanding
stock indebtedness capital stock
Sec. 39 Approval to issue shares as • 2/3 of outstanding capital Sec. 38 • 2/3 of outstanding
payment for property or debt stock Power to Deny Pre-emptive right capital stock

Sec. 40 Sale or disposition of all or • Majority vote of the Board, Sec. 39 • 2/3 outstanding capital
substantially all assets AND 2/3 of outstanding Sale or Other disposition of Assets stock or 2/3 of its
capital stock members
• If non-stock and no voting
rights, majority of Trustees
is
enough
Sec. 42 Investing corporate funds in • Majority vote of the Board, Sec. 41 • Majority vote of the
another corporation / business, AND Power to Invest Corporate Funds In Board, AND
or for another purpose other • Ratified by 2/3 of another corporation or business or for • Ratified by 2/3 of the
than its primary purpose outstanding capital stock any other purpose outstanding capital
stock or 2/3 of
members in nonstock
corporations
Sec. 43 Approval to issue stock • 2/3 of outstanding capital Sec. 42 • 2/3 of outstanding
dividends stock Power to Declare Dividends capital stock
Sec. 44 Entering into management • Board approval and Sec. 43 • Board approval and
contracts Majority of capital stock of Power to enter into management Majority of capital
both corporations contracts stock of both
• If there are common corporations
stockholders who own 1/3 • If there are common
share in the managing stockholders who own

corporation OR majority of 1/3 share in the

board members in both managing corporation
corporations are the same, OR majority of board
2/3 of capital stock members in both
corporations are the
same, 2/3 of capital
stock
Sec. 46 Adoption of By-laws • Majority of outstanding Sec. 45 Adoption of • Majority of the
capital stock By-laws outstanding capital
stock
Sec. 48 Amendment of By-laws • Majority of the Board Sec. 47 • Majority of the Board
AND Majority of Amendment of By-laws AND Majority of
outstanding capital stock outstanding capital
• May be delegated to the stock
Board by 2/3 outstanding • May be delegated to
capital stock (deemed the Board by 2/3
revoked by majority vote of outstanding capital
capital stock) stock (revoked by
majority vote of
outstanding capital
stock
Sec. 62 Authorizing the Board to fix • Majority of outstanding Sec. 61 • Majority of
the issue price of no-par value capital stock Consideration for Stocks outstanding capital
shares if no authorization is stock
given in the articles or by-laws

Sec. 77 Approval / Amendment of a • Majority vote of the Board, Sec. 76 • Majority of the board
merger plan AND 2/3 outstanding Stockholders’ or Members’ Approval or trustees AND,
capital stock of ALL • Ratified by the
constituent corporations affirmative vote of at
 least 2/3 outstanding
capital stock OR 2/3
of the members of the
constituent
corporations
Sec. 95 Adopting a distribution plan of • Majority vote of the Board, Sec. 94 • Majority of the board
assets for a dissolving non- AND Plan of distribution of assets of trustees
stock corporation
• 2/3 of members with voting • 2/3 of members with
rights voting rights or proxy

Sec. 103 Amendment of Articles of • 2/3 of outstanding capital Sec. 102 • 2/3 of outstanding
Incorporation of a closed stock, or a greater Amendment of Articles of Information capital stock whether
corporation seeking to: proportion provided for in with or without voting
1. Delete or remove a the articles of incorporation rights provided for in
provision required by the articles of
Title XII, or information
2. Reduce quorum
requirements, or
3. Reduce voting
requirements