2/3 O-CS or members

 Filling up of vacancy of Director by reason of REMOVAL or Expiration of term of a director/trustee

 ratification of disloyalty conducted by a director against Corp
 ratification when where the director acquires for himself a business opportunity which should belong to the
Corporation
 ratification of the self-dealing director if one of the requirements is missing for the contract to be valid
 ratification for the corporation where director has NOMINAL interest, in interlocking directors if one of the
requirements is not fulfilled (20% requirement and ung his/presence and vote is not required)
 denial of pre-emptive right - (exception to pre-emptive right shares issued in good faith  in exchange for property
needed for corporate purposes or in payment of a previously contracted debt.)
 vote for sale of all or substantially all of the corporation's properties and assets (Section 39)
 stock dividend declaration
 Management contracts where SHs own or control more than 1/3 of the total outstanding capital stock entitled to
vote of the managing corporation, maj of BOD of managing is also majority BOD of managed, contract is operation of
all or substantially all of the business of another Corp.
 Religious society INCORPORATION for the administration of its temporalities (Sec114)

2. Majority vote of BOD/T

 Power to SELL/DISPOSE ASSETS ```

Majority vote of the PRESENT directors/trustees with Quorum

 incurring, creating, increasing loans payable or notes payable
 filling up of vacancy in the Board except IRE (Increase, Removal, Expiration of term of Director)

Majority vote of BOD/T and ratification by 2/3 of OCS/members

 For extension or shortening of corporate term
 Invest Corporate Funds in Another Corporation or Business or for Any Other Purpose
 Amendment to the plan of Merger and Consolidation (sec 76 par 2)


Majority vote of BOD/T and vote/written assent of 2/3 OCS/members

 Amendment of Articles of Incorporation
 Increase or Decrease capital stock
 Incurring/Creating or increasing bond indebtedness
 merger or Consolidation of the Corporation with another Corp. (sec 76)
 BOT Adopt a resolution recommending a plan of distribution of assets of NON stocl corp Sec 94 A &C
 Signatures of BOD and affirmative vote of OCS for Voluntary Dissolution 07Where Creditors are
Affected (Sec 135)

Majority of OCS/members

 Vote to grant of compensation to directors

 Amendment of Bylaws
 life of corp - when they don’t want perpetuity and stick to the original term in AOI
 required presence in the Election of directors
 SHs can make written demand to conduct a meeting for the removal of a director

Resolution/approval by BOD/T and approval by majority of OCS/members

 Power to Enter into Management Contracts (Sec 43)
Majority of BOD and resolution adopted by Majority of OCS/Members

 Voluntarily Dissolution Where No Creditors are Affected (Sec 134)