Corporation Voting Requirement

Increase/decrease authorized capital stock

2/3 of stockholders + majority of BOD

Incur, create, or increase bonded indebtedness

2/3 of stockholders + majority of BOD

Sell, lease, dispose, or encumber all/substantially all assets

2/3 of stockholders + majority of BOD

Invest in another corporation outside primary purpose

2/3 of stockholders + majority of BOD

Amend AOI

2/3 of stockholders + majority of BOD

Merger or Consolidation

2/3 of stockholders + majority of BOD

Voluntary Dissolution - creditors affected

2/3 of stockholders + majority of BOD

Voluntary dissolution no creditors affected

Majority of stockholders

Extend or shorten corporate term

2/3 of stockholders + majority of BOD

Declare stock dividends

2/3 of stockholders + majority of BOD

Deny preemptive right

2/3 of stockholders + majority of BOD

Enter management contract where control is >= 1/3 capital or majority of the BOD

2/3 of stockholders + majority of BODE

Enter management contract general rule

Majority of stockholders + majority of BOD

Amend or repeal bylaws

Majority of stockholders + majority of BOD

Delegate to BOD power to amend bylaws

2/3 of stockholders

Ratify corporate opportunity transactions

2/3 of stockholders

Ratify self-dealing director contracts requiring presence/vote

2/3 of stockholders

Remove a director

2/3 of stockholders R

Revoke power delegated to BOD to amend bylaws

Majority of stockholders

Call special meeting to remove directors

Majority of stockholders

Fix compensation of directors

Majority of stockholdersF

Fix issue price of no-par shares

Majority of stockholders

Elect directors (needs quorum)

Majority of stockholders

Declare cash dividends

Majority of BOD

Compel declaration of dividends if capital exceeds 100% of paid-up

SEC

Choose to retain fixed term before effectivity of RCC instead of prepetual existence

Majority of stockholders

Adoption of bylaws during incorporation

All directors

Voting of corporate officers

Majority of all BOD