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    RFBT Notes - Voting

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    Marissa
    The document outlines voting requirements under corporate law for various corporate acts. It shows what level of approval is needed from the board of directors, outstanding common stockholders with voting rights, non-voting stockholders, and whether written assent or appraisal rights are available. Acts requiring approval include amendments to articles of incorporation, election of directors, declaration of dividends, mergers, sale of corporate assets, and amendments to bylaws. The level of approval needed ranges from a majority or two-thirds vote of the board or shareholders.

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    RFBT Notes - Voting

    Uploaded by

    Marissa
    298 views2 pages
    The document outlines voting requirements under corporate law for various corporate acts. It shows what level of approval is needed from the board of directors, outstanding common stockholders with voting rights, non-voting stockholders, and whether written assent or appraisal rights are available. Acts requiring approval include amendments to articles of incorporation, election of directors, declaration of dividends, mergers, sale of corporate assets, and amendments to bylaws. The level of approval needed ranges from a majority or two-thirds vote of the board or shareholders.

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    Voting Requirements

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    The document outlines voting requirements under corporate law for various corporate acts. It shows what level of approval is needed from the board of directors, outstanding common stockholders with voting rights, non-voting stockholders, and whether written assent or appraisal rights are available. Acts requiring approval include amendments to articles of incorporation, election of directors, declaration of dividends, mergers, sale of corporate assets, and amendments to bylaws. The level of approval needed ranges from a majority or two-thirds vote of the board or shareholders.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    298 views2 pages

    RFBT Notes - Voting

    Uploaded by

    Marissa
    The document outlines voting requirements under corporate law for various corporate acts. It shows what level of approval is needed from the board of directors, outstanding common stockholders with voting rights, non-voting stockholders, and whether written assent or appraisal rights are available. Acts requiring approval include amendments to articles of incorporation, election of directors, declaration of dividends, mergers, sale of corporate assets, and amendments to bylaws. The level of approval needed ranges from a majority or two-thirds vote of the board or shareholders.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    of 2

    REVIEW NOTES IN REGULATORY FRAMEWORK FOR BUSINESS TRANSACTIONS

    Law on Corporations

    VOTING REQUIREMENTS

    BOARD OF OUTSTANDING COMMON STOCK Appraisal


    Written
    DIRECTORS Right
    NO CORPORATE ACT Voting Non-Voting Assent
    Available?
    Allowed?
    Majority 2/3 Majority 2/3 Majority 2/3
    Amendments of Articles of
    1 Yes Yes
    Incorporation
    2 Election of directors
    Calling a special meeting to remove
    3
    directors
    4 Removal of BOD member/director
    5 Extension of corporate term Yes
    6 Shortening of corporate term
    Ratifying a contract of a
    7 director/trustee/officer with the
    corporation
    8 Increase/decrease of capital stock
    Incurring, creating or increasing bonded
    9
    indebtedness
    Sale or other disposition of corporate
    10 Yes
    assets
    Investing corporate funds in another
    11 corporation or business or for any Yes
    purpose other than the primary purpose
    12 Declaration of stock dividends
    13 Declaration of cash dividends
    Entering into a management contract,
    14 corporation will be the managing
    corporation
    Entering into a management contract,
    15 corporation will be to-be-managed
    corporation
    BOARD OF OUTSTANDING COMMON STOCK Appraisal
    Written
    DIRECTORS Right
    NO CORPORATE ACT Voting Non-Voting Assent
    Available?
    Allowed?
    Majority 2/3 Majority 2/3 Majority 2/3
    16 Adoption of by-laws
    Amendment or repeal of by-laws or
    17
    adoption of new by-laws
    Delegation to BOD or trustees the power
    18 to amend or repeal the by-laws or
    adoption of new by-laws
    Revocation of the proceeding power
    19
    delegated to BOD or trustees
    Fixing of issue price of no par value
    20 shares (if authorized by Articles of
    Incorporation)
    Fixing of issue price of no par value
    21 shares (if NOT authorized by Articles of
    Incorporation)
    Effecting or amending a plan of merger
    22 Yes
    or consolidation

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