You are on page 1of 2

VOTING TRUST

CASES WHEN STOCKHOLDER’S ACTION IS REQUIRED

By Majority of Vote (of the outstanding capital stock and By a Two-Thirds (2/3) Vote
entitled to vote)

1. Fixing of the issue value of no par value shares but the 1. Declaration of bond or stock dividends (Sec. 43);
articles may fix the issue price or may authorize the Board
of Directors to fix said issue value (Sec. 62); 2. Investment in other corporations or for purposes other than
those provided in the Articles of Incorporation (Sec. 42);
2. Adoption or amendments to the By-Laws (Sec. 48);
3. Certain amendments to the Articles of Incorporation (Sec. 16
3. Execution of Management contracts, unless in case of & Sec. 37);
interlocking shareholders of more than one-third (1/3) in the
managing corporation or interlocking majority of directors 4. Delegation to the Board of Directors to amend the By-Laws
in both managed and managing corporations (Sec. 44); (Sec. 48);

4. Revocation of delegation to the Board of Directors on the 5. Sale, lease, exchange, mortgage, pledge or other disposition of
amendment of By-Laws (Sec. 48); all or substantially of the corporate assets, but stockholders’
action is not required if corporation’s business is not
5. Calling a meeting to remove directors (Sec. 26); and substantially limited or if the proceeds are used to continue the
remaining business (Sec. 40);
6. Payment of compensation for directors unless already fixed
in the By-Laws. 6. Removal of a director (Sec. 28);

7. Ratification of voidable contracts in certain cases between a


corporation and its director or trustee (Sec. 32);

8. Voluntary dissolution of the corporation (Sec. 118);

9. Execution of management contracts in cases of interlocking


stockholders or directors (Sec. 44);
10. Increase or decrease of capital stock and creation or increase of
bonded indebtedness (Sec. 38);

11. Extending or shortening corporate term (Sec. 37);

12. Issuance of shares not subject to pre-emptive right (Sec. 39)