Powers Exercised Vote required from the Vote required of Non-voting Availability of

BOD/Trustees SH/Members shares Appraisal Right

right
1 Extend or shorted Corporate term36 Majority 2/3 Yes, with Yes36,80
6
implication
2 Retention of current corporate term 11
none Majority no Yes11
3 Amendment of articles of incorporation of ordinary corpo. 15 Majority 2/3 Yes6 Yes, if it changes or
restricts the right of SH
or authorizes preferences
superior to outstanding
shares. 80
4 Amendment of AOI of close corp seeking to delete or remove none 2/3 (or greater if provided in Yes 102 No, but any SH may
any provision required under the RCC or to reduce a quorum the AOI) withdraw for any
or voting requirement stated in the AOI. 102 reason & compel the
close corp to purchase
shares held fair value.
104

6
5 Sale or disposition of ALL or substantially all of its assets 39
Majority 2/3 (not required in case of Yes Yes 39, 80
non-stock corp. where
members have no voting rights)
6 Investment of Corporate funds in another corporation or Majority 2/3 Yes6 Yes 41, 80
business or for any other purpose 41

7 Merger or Consolidation 76 Majority 2/3 Yes6 Yes 76, 80

8 Increase or decrease of capital stock 37
Majority 2/3 Yes6 No
37
9 Incur, create or increase bonded indebtedness Majority 2/3 Yes6 No

1 Voluntary dissolution where NO creditors are affected 37 Majority Majority old: 2/3 Yes6 No
0
Voluntary dissolution where creditors are affected 134 Majority 2/3 Yes6 No

1 Adoption of by-laws45 none Majority Yes6 No

1 (but, if filed prior to
incorporation: ALL
INCORPORATORS)
1 Amendment of by-laws45 Majority Majority Yes6 No
2
1 Declare stock Dividends42 Majority 2/3 No No
3
1 Amendment to plan of merger and consolidation 76 Majority 2/3 No No
4
1 Deny pre-emptive right38 Majority 2/3, in case of good faith No No
5 issuance of shares in exchange
for property needed for corp.
purposes or in payment of
previously contracted debt.
1 Delegation to the board of power to amend, repeal, or adopt a none 2/3 No No
6 new by-laws47
1 Revocation of power to amend, repeal, or adopt a new by-laws none Majority No No
7 delegated to the board47
1 Enter into management contract43 Majority Majority No No
8 -or-
2/3:
I. where a SH/s representing the
same interest of both the managing
and the managed corporations own
or control more than 1/3 of the OCS
in the managing corp.

II. where majority of the members

of BOD of managing corp. also
constitute a majority of the member
of BOD of the manage corp.
1 Acquire own shares40 Majority None N/A N/A
9
2 Declare cash/property dividends42 Majority None N/A N/A
0
2 Allow SH/members to vote thru remote communication 23 Majority None N/A N/A
1
2 Election of officers24 Majority None N/A N/A
2
2 Removal of directors or trustees27 None 2/3 No No
3
2 Filling a vacancy in the office of director and trustee in case of Unanimity of the remaining None N/A N/A
4 emergency28 directors/trustees
2 Grant of compensation to directors/trustees29 N/A Majority No No
5
2 Delegation of powers to Executive Committee34 Majority None N/A N/A
6
2 Create spcl. Committees of temporary or permanent nature Majority None N/A N/A
7 and determine the members’ term, composition,
compensation, powers, & responsibility34
2 Validity of contracts with self-dealing Majority. None N/A N/A
8 directors/trustees/officers including related parties 31 (if corp. is vested with public
interest: 2/3 of entire board
with at least majority if
independent directors)
2 Ratification of voidable contracts with self-dealing director 2/3 N/A N/A
9 which has substantial interest in the former and nominal N/A
interest in the latter32
3 Validity of contracts bet. Corporations having an interlocking Nominal Corp: None No No
0 director which has substantial interest in the former and Majority
nominal interest in the latter32 (if corp. is vested with public
Sub-nom = Voidable, nominal will ratify interest: 2/3 of entire board
Sub-sub = Valid with at least majority if
Nom-nom = valid independent directors)
3 Ratification of voidable contracts bet. Corpo. Having an N/A Nominal Corp: 2/3 N/A N/A
1 interlocking director which has substantial interest in the
former and nominal interest in the latter32
3 Ratification of director’s act of disloyalty 33 NONE 2/3 No No
2
3 Fix the issued price of no-par value shares, if not fixed in the Majority, Majority, No No
3 AOI61 if authority is conferred in if no authority is given to the
the AOI or by-laws board
3 Declare due and payable any unpaid subcription 65 Majority None N/A N/A
4
3 Order the sale of delinquent stock67 Majority None N/A N/A
5
3 Distribution of assets of dissolved non-stock corp. 94 Majority 2/3 N/A N/A
6
3 Incorporation for the administration of the temporalities, None 2/3 N/A N/A
7 management of affairs, properties, or estate of any religious
society. 114
Note: Corporations ALWAYS exercise its powers through at least majority of its BOD/Trustees, unless a higher proportion is provided under its
AOI and by-laws