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  • CORPO1

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    mae
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    1. This document outlines voting requirements for various actions that can be taken by a corporation (OCS). The highest voting requirement is a majority of outstanding common stock (OCS) plus 2/3 of OCS for significant actions like adopting a distribution plan, issuing stock dividends, or entering a management contract. 2. Removal of directors or trustees requires a vote of 2/3 of OCS. Amending bylaws can be done by the board of directors (BOD) if delegated that power by a majority vote. 3. Non-voting actions like amending the articles of incorporation require a majority of BOD plus 2/3 of OCS. Major corporate actions like selling assets

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    corpo ph law notes

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    1. This document outlines voting requirements for various actions that can be taken by a corporation (OCS). The highest voting requirement is a majority of outstanding common stock (OCS) plus 2/3 of OCS for significant actions like adopting a distribution plan, issuing stock dividends, or entering a management contract. 2. Removal of directors or trustees requires a vote of 2/3 of OCS. Amending bylaws can be done by the board of directors (BOD) if delegated that power by a majority vote. 3. Non-voting actions like amending the articles of incorporation require a majority of BOD plus 2/3 of OCS. Major corporate actions like selling assets

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
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    9 views1 page

    CORPO1

    Uploaded by

    mae
    1. This document outlines voting requirements for various actions that can be taken by a corporation (OCS). The highest voting requirement is a majority of outstanding common stock (OCS) plus 2/3 of OCS for significant actions like adopting a distribution plan, issuing stock dividends, or entering a management contract. 2. Removal of directors or trustees requires a vote of 2/3 of OCS. Amending bylaws can be done by the board of directors (BOD) if delegated that power by a majority vote. 3. Non-voting actions like amending the articles of incorporation require a majority of BOD plus 2/3 of OCS. Major corporate actions like selling assets

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
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    of 1

    M of OCS 2/3 OCS M of BOD + 2/3 OCS M of Q + 2/3 OCS M of BOD+ M OCS

    1. Elect directors / trus- 1. Remove directors 1. Adopt a plan of distribu- 1. Issue stock dividends 1. Enter into mgmt contract
    tees tion of assets for non-stock
    2. Ratify contracts of d/t/ corpo. 2. Enter into mgmt contract *if requirement of inter-
    2. Special meeting to o with corpo locking directors not met
    VOTING *if interlocking directors represent
    1/3 of the OCS entitled to vote of
    remove directors/ trus-
    3.Deny pre emptive right managing corpo
    tees

    1.Adopt by-laws 1. Delegate to BOD the 1. A mend AOI( written 1. Amend/ repeal By-laws
    power to amend By laws assent )
    2. Revoke power
    2. A mend a plan of merger
    delegated to BOD
    VOTING + or consolidation

    3. S horten/extend corpo
    NON VOTING
    term

    4. S ell, lease, exchange, or


    dispose of all or substantial-
    ly all of corpo. asset

    5. I ncrease/ decrease capi-


    tal stock

    6. I nvest in another corpo


    for any purpose other than
    primary purpose

    7. M erger/ consolidation

    8. D issolution

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