Voting Requirements

Sec. 15 Amendment of 1. Stock corporation  Without prejudice to the appraisal right of

Articles of a. Majority vote of the board of directors; and dissenting stockholders
Incorporation b. vote or written assent of the stockholders
representing at least two-thirds (2/3) of the
outstanding capital stock

2. Nonstock Corporation
a. Majority vote of the board of directors; and
b. vote or written assent of majority of the
trustees and at least two-thirds (2/3) of the
members.

SEC. 27 Removal of 1. Stock Corporation  notice to stockholders or members

Directors or  by a vote of the stockholders holding or  publication in cases of special meeting for
Trustees. representing at least two-thirds (2/3) of the the purpose of removal, if there is no
outstanding capital stock secretary, secretary refuses or fails to call
the special meeting
2. Nonstock Corporation
 by a vote of at least two-thirds (2/3) of the
members entitled to vote

SEC. 36 Power to Extend 1. Majority vote of the board of directors or trustees; and  Written notice of the proposed action and the
or Shorten 2. Ratified at a meeting by the stockholders or members time and place of the meeting required;
Corporate Term representing at least two-thirds (2/3) of the  Subject to right of appraisal by dissenting
outstanding capital stock or of its members stockholders

SEC. 37 Power to Stock Corporation a. Held at a stockholders’ meeting duly called

Increase or 1. Approved by a majority vote of the board of directors; for the purpose;
Decrease and b. Written notice of the time and place and the
Capital Stock; 2. By two-thirds (2/3) of the outstanding capital stock. purpose for said meeting sent to the
Incur, Create or stockholders;
Increase Nonstock Corporation c. accompanied by a sworn statement of the
Bonded 1. Approved by the majority of the board of trustees; treasurer of the corporation, showing that at
Indebtedness. and least twenty-five percent (25%) of the
 2. Of at least two-thirds (2/3) of the members in a increase in capital stock has been
meeting duly called for the purpose. subscribed and that at least twenty-five
percent (25%) of the amount subscribed
has been paid

SEC. 38 Power to Deny  Approval of the stockholders representing two-thirds GR: All stockholders shall enjoy preemptive right
Preemptive (2/3) of the outstanding capital stock to subscribe to shares of any class
Right
XPN: When such right is denied by the
articles of incorporation, the voting
requirement then applies

SEC. 39 Sale or Other  Majority vote of its board of directors or trustees

Disposition of (for sale and disposition of other assets; not
Assets substantially all) Subject to the provisions of Republic Act
No. 10667, otherwise known as
 by the vote of the stockholders representing at least “Philippine Competition Act”
two-thirds (2/3) of the outstanding capital stock, or at
least two-thirds (2/3) of the members
(for sale of all or substantially all of the
corporation’s properties and assets)

 the vote of at least a majority of the trustees in office

(In nonstock corporations where there are no
members with voting rights)

SEC. 41 Power to Invest Stock Corporation  any dissenting stockholder shall have
Corporate 1. Approved by a majority of the board of directors; and appraisal right
Funds in 2. ratified by the stockholders representing at least two-
Another thirds (2/3) of the outstanding capital stock
Corporation or
Business or for Nonstock Corporation
Any Other 1. Approved by a majority of the board of trustees; and
Purpose. 2. Ratified by at least two thirds (2/3) of the members
SEC. 42 Power to  Board of Directors of a stock corporation may  any cash dividends due on delinquent stock
Declare declare dividends out of the unrestricted retained shall first be applied to the unpaid balance
Dividends earnings on the subscription plus costs and expenses

 stock dividends shall be withheld from the

delinquent stockholders until their unpaid
subscription is fully paid

SEC. 43 Power to Enter Stock Corporation BUT:

into 1. Approved by the board of directors and (a) where a stockholder represents the same
Management 2. by stockholders owning at least the majority of the interest of both the managing and managed
Contract outstanding capital stock corporations own or control more than 1/3 of the
total OCS entitled to vote of the managing
Nonstock Corporation corporation;
1. Approved by at least a majority of the members of or
both the managing and the managed corporation, (b) where a majority of the members of the BOD
of the managing corporation also constitute a
majority of the members of BOD of the managed
corporation,

The management contract must be

approved:
 (SC) by the stockholders of the managed
corporation owning at least two-thirds
(2/3) of the total outstanding capital stock
entitled to vote,

 (NSC) by at least two-thirds (2/3) of the

members in the case of a nonstock
corporation.