Vote of majority of OCS

 General Rule: A corporation shall

have perpetual existence.
o XPN: UNLESS its articles of
incorporation provide otherwise. 
 Corporation shall be deemed to
have perpetual existence:
a. Corporations with certificates of
incorporation issued prior to the
effectivity of this Code, and 
b. Which continue to exist shall have
perpetual existence, 
o XPN: UNLESS the
corporation, upon a vote of its
stockholders representing a majority of its
outstanding capital stock, notifies the
Commission that it elects to retain its
specific corporate term pursuant to its
articles of incorporation.
 The determination of the no par value
price may be fixed in the Articles of
Incorporation. Absent any, by the
Board of Directors pursuant to an
authority granted them by provisions
in the Articles of Incorporation.
Absence of the BOD, by the majority
of the OCS.
o Important: not the majority of
the stockholders because it is
not the no. of stockholders, but
the no. of shares. 

 The power to amend the articles of

incorporation emanates from the
Board of Directors by the majority
vote thereof, subject to the vote of the
OCS.