Express Powers of the Corporation

Vote Required
1 Power to Extend/Shorten Corporate Term Majority vote of BOD (in quorom)
2/3 of OCS (in meeting)
2 Increase/Decrease Capital Stock Majority vote of BOD (in quorom)
2/3 of OCS (in meeting)

3 Power to incur, create or increase bonded indebtedness Majority vote of BOD (in quorom)
2/3 of OCS (in meeting)

4 Deny Pre-emptive Right 2/3 of OCS

5 Sell/ lease, exchange, mortagage, pledge, or otherwise Majority vote of BOD (in quorom)
dispose of all or substantially all of corporate property 2/3 of OCS (in meeting)
including goodwill
* Majority vote of BOD is sufficeint if it's in the reg
or proceeds are appropriated for the conduct of the r
of the corporation
6 Acquire own shares

7 Invest corporate funds in another corp Majority vote of BOD (in quorom)
2/3 of OCS (in meeting)

* Majority vote of BOD is sufficeint if it's to accomp

8 Declare dividends Stock- Majority vote of BOD (in quorom)
2/3 of OCS (in meeting)

Cash- Majority vote of BOD (in quorom)

9 Enter into management contract Majority vote of BOD (in quorom)
(requirement is both for the managing and managed) Majority of the OSC (in meeting)
(should not exceed 5 years with exception see sec. 44)
* 2/3 of OSC is required if
a. Interlocking Stockholders
b. Interlocking Directors
10 Ultra-Vires Acts Ratification by Stockholders
"beyond the powers" Creditors gave consent
Rights of public or state are NOT involved
 Requisites
Document Other
Amended AOI

Certificate from BOD and countersigned by chairman of Stockhold Does not violate Trust Fund Doctrine
Treasure Sworn Statement (25% subscribed and paid)
Amended AOI
Certificate from BOD and countersigned by chairman of Stockholders
Approval of SEC (Amendment?)
Bonds should be SEC Registered
Amended AOI

is sufficeint if it's in the regular course of business

ated for the conduct of the remaining business

For legitimate purpose (see sec. 41,8,104)

Must have unrestricted retained earnings to c

is sufficeint if it's to accomplish primary purpose

( 1/3 of the OSC entitled to vote)

are NOT involved

 Other

t Fund Doctrine

e (see sec. 41,8,104)

d retained earnings to cover the purchase
 Vote Required Document 1 Power to Extend/Shorten Corporate Term
Majority vote of BOD Amended AOI 2 Increase/Decrease Capital Stock
2/3 of OCS
ten Corporate Term