Summary of Voting Requirements in the Corporation Code

Section # Purpose/Action sought to be done Voting requirement

Sec 16 Amendment of Articles of Incorporation Majority vote of the Board of Directors
(“BOD”)+ 2/3 of Outstanding Capital
Stock (“OCS”)
Sec 24 Election of Directors Majority of OCS
Sec. 28 Removal of Directors or Trustees 2/3 of OCS
Sec. 29 Filling a vacancy in the board Majority of remaining directors, if still
constituting quorum; Otherwise,
regular voting of stockholders or
members
Sec. 30 Granting compensation to directors other than Majority of OCS
per diems
Sec. 32 Ratifying a company’s contract w/ a 2/3 of OCS
director/officer
Sec. 34 Ratifying an act of disloyalty by a director 2/3 of OCS
Sec. 35 Actions of the Executive Committee Majority of ExeCom or members
Sec. 37 Power to Extend or shorten corporate term (i.e. Majority vote of the BOD and 2/3
amendment of articles of incorporation) capital stock
Sec. 38 Power to Increase/decrease capital stock; Majority vote of the board and
Incur, create or increase bonded indebtedness 2/3 of OCS
Sec. 39 Approval to issue shares as payment for 2/3 of OCS
property or debt
Sec. 40 Sale or disposition of all or substantially all Majority vote of the board and 2/3 of
assets OCS
Majority vote of BOD
Exception: In case of Abandonment

Sec 42 Investing corporate funds in another

corporation or business, or for another purpose
G.R. primary purpose vote is not required
Exception: If not. Majority vote of BOD & 2/3 of OCS
Exception to Exception: If Implied power Majority of BOD
Sec. 43 Power to declare dividends in case of Stock Majority of BOD & 2/3 of OCS
Dividends
Sec. 44 Power to enter into management contract Majority of BOD and Majority vote of
OCS of managing and managed
corporations
Exception: if 1. 1/3 of OCS of managing and the
managed are the same
2. Majority of BOD of both are the
same
Rule 2/3 of OCS of managed corporation
Sec. 46 Adoption of by-laws Majority of OCS

Sec. 48 Amendment of by-‐laws Majority of BOD & Majority of OCS

Exception:
If delegated by stockholders 2/3 of OCS
Exception to Exception:
If revoked, vote required to revoke Majority of the OCS
Sec 52 Quorum in meetings
Stock Corporations Majority of OCS
Sec. 62 Authorizing the board to fix the issue price of Majority of OCS
no-‐par value shares if no authorization is
given in the articles or by-‐laws
 Summary of Voting Requirements in the Corporation Code
Sec 77 Approval/amendment of a Majority of BOD & 2/3 of OCS of
merger/consolidation plan absorbing & absorbed corporations
Sec. 103 Amendment of articles of incorporation of a
closed 2/3 of OCS
corporation seeking to:
1. Delete or remove a provision required
by Title XII, or
2. Reduce quorum requirements, or
3. Reduce voting requirements
Sec 116 Religious Society 2/3 of membership
Sec. 118 Voluntary Dissolution where creditors are not 1. Majority vote of BOD or BOT
affected 2. 2/3 of OCS or 2/3 of members
Sec. 119 Voluntary Dissolution where creditors are 1. Majority vote of BOD or BOT
affected 2. 2/3 of OCS or 2/3 of members
Sec 120 Dissolution by shortening corporate term Majority of the BOD & 2/3 of OCS or
members