Law on Corporation - Voting Requirements

Vote required from the board of trustees/directors for extended or shorten Corporate Term

Majority

Vote required from the stockholders/members for extended or shorten Corporate Term

2/3

Does the holders of non-voting shares have right to vote to extended or shorten Corporate Term

Yes, by implication

Is there available appraisal right for the extend or shorten corporate term?

Yes

Vote required from the board of trustees/directors for retention of the current corporate term

none

Vote required from the stockholders/members for retention of the current corporate term

Majority

Does the holders of non-voting shares have right to vote for the retention of the current corporate term

No

Is there available appraisal right for the retention of the current corporate term

Yes

Vote required from the board of trustees/directors for amendment of articles of incorporation of ordinary corporations

Majority

Vote required from the stockholders/members for amendment of articles of incorporation of ordinary corporations

2/3

Does the holders of non-voting shares have right to vote for the amendment of articles of incorporation of ordinary corporations

Yes

Is there available appraisal right for the amendment of articles of incorporation of ordinary corporations

Yes, if it changes or restricts the right of shareholders or shares, or authorizes perferences superior to outstanding shares.

Vote required from the board of trustees/directors for amendment of articles of incorporations of CC seeking to delete or remove any provision required under the RCC or to reduce a quorum or voting requirement stated in the articles of incorporation.

None

Vote required from the stockholders/members for amendment of articles of incorporations seeking to delete or remove any provision required under the RCC or to reduce a quorum or voting requirement stated in the artilces of incorporation.

2/3 (or greater if provided in articles of incorporation)

Does the holders of non-voting shares have right to vote for the amendment of articles of incorporations seeking to delete or remove any provision required under the RCC or to reduce a quorum or voting requirement stated in the articles of incorporation.

Yes

Is there available appraisal right for the amendment of articles of incorporations of CC seeking to delete or remove any provision required under the RCC or to reduce a quorum or voting requirement stated in the articles of incorporation.

No, but any stockholder may withdraw for any reason and compel the close corporation to puchase shares held at fair value.

Vote required from the board of trustees/directors for sale or other disposition of all or substantially all of its assets

Majority

Vote required from the stockholders/members for sale or other disposition of all or substantially all of its assets

2/3

Does the holders of non-voting shares have right to vote for the sale or other disposition of all or substantially all of its assets

Yes

Is there available appraisal right for the sale or other disposition of all or substantially all of its assets

Yes

Vote required from the board of trustees/directors for investment of corporate funds in another corporation or business or for any other purpose

Majority

Vote required from the shareholders/members for investment of corporate funds in another corporation or business or for any other purpose

2/3

Does the holders of non-voting shares have right to vote for the investment of corporate funds in another corporation or business or for any other purpose

Yes

Is there available appraisal rights for the investment of corporate funds in another corporation or business or for any other purpose

Yes

Vote required from the board of trustees/directors for merger or consolidation

Majority

Vote required from the stockholders/members for merger or consolidation

2/3

Does the holders of non-voting shares have right to vote for the merger or consolidation

Yes

Is there available appraisal rights for the merger or consolidation

Yes

Vote required from the board of trustees/directors for increase or decrease of capital stock

Majority

Vote required from the stockholders/members for increase or decrease of capital stock

2/3

Does the holders of non-voting shares have right to vote for the increase or decrease of capital stock

yes

Is there available appraisal rights for the increase or decrease of capital stock

no

Vote required from the board of trustees/directors to incur, create or increase bonded indebtedness

Majority

Vote required from the shareholders/members to incur, create or increase bonded indebtedness

2/3

Does the holders of non-voting shares have right to vote to incur, create or increase bonded indebtedness

Yes

Is there available appraisal rights to incur, create or increase bonded indebtedness

No

Vote required from the board of trustees/directors for voluntary dissolution where no creditors are affected

Majority

Vote required from the shareholders/stockholders for voluntary dissolution where no creditors are affected

Majority (old: 2/3)

Does the holders of non-voting shares have right to vote to voluntary dissolution where no creditors are affected

Yes

Is there appraisal rights for voluntary dissolution where no creditors are affected

No

Vote required from the board of trustees/directors for voluntary dissolution where creditors are affected

Majority

Vote required from the shareholders/stockholders for voluntary dissolution where creditors are affected

2/3

Does the holders of non-voting shares have right to vote to voluntary dissolution where creditors are affected

Yes

Is there appraisal rights for voluntary dissolution where creditors are affected

No

Vote required from the board of trustees/directors to declare stock dividends

Majority

Vote required from the shareholders/members to declare stock dividends

2/3

Does the holders of non-voting shares have right to vote to delcare stock dividends

No

Is there appraisal rights in declaration of stock dividends

No

Vote required from the board of trustees/directors for amendment to the plan of merger or consolidation

Majority

Vote required from the shareholders/members for amendment to the plan of merger or consolidation

2/3

Does the holders of non-voting shares have right to vote in amendment to the plan of merger or consolidation

no

Is there appraisal rights in amendment to the plan of merger or consolidation

no

Vote required from the board of trustees/directors to deny pre-emptive right

Majority

Vote required from the shareholders/members to deny pre-emptive right

2/3, in case of good faith issuance of shares in exchage for property needed for corporate purposes or in payment of a previously contracted debt

Does the holders of non-voting shares have right to vote to deny pre-emptive right

No

Is there appraisal rights to deny pre-emptive right

no

Vote required from the board of trustees/directors for adoption of by-laws

None

Vote required from the shareholders/members for adoption of by-laws

Majority (should be file prior to incorporation: ALL INCORPORATORS)

Does the holders of non-voting shares have right to vote for adoption of by-laws

Yes

Is there appraisal rights on adoption of by-laws

No

Vote required from the board of trustees/directors for the amendment by-laws

Majority

Vote required from the shareholders/members for the amendment by-laws

Majority

Does the holders of non-voting shares have right to vote for the amendment by-laws

Yes

Is there appraisal rights on the amendment by-laws

No

Vote required from the board of trustees/directors on delegation to the board of the power to amend, repeal, or adopt a new by-laws

None

Vote required from the shareholders/members on delegation to the board of the power to amend, repeal, or adopt a new by-laws

2/3

Does the holders of non-voting shares have right to vote for the delegation to the board of the power to amend, repeal, or adopt a new by-laws

No

Is there appraisal rights for the delegation to the board of the power to amend, repeal, or adopt a new by-laws

No

Vote required from the board of trustees/directors for revocation of the power to amend, repeal or adopt a new by-laws delagated to the board

None

Vote required from the shareholders/members for revocation of the power to amend, repeal or adopt a new by-laws delagated to the board

Majority

Does the holders of non-voting shares have right to vote for the revocation of the power to amend, repeal or adopt a new by-laws delagated to the board

No

Is there appraisal rights for the revocation of the power to amend, repeal or adopt a new by-laws delagated to the board

No

Vote required from the board of trustees/directors to enter into management contract

Majority

Vote required from the shareholders/members to enter into management contract

Majority; or 2/3

a. where a stockholder/s representing the same interest of both the managing and the managed corportions own or control more than 1/3 of the total outstanding capital stock in the managing corporation; or
b. where a majority of the board of directors of the managing corporation also constitute a majority of the members of the board of directors of the managed corporations.

Does the holders of non-voting shares have right to vote to enter into management contract

No

Is there appraisal rights to enter into management contract

No

Vote required from the board of trustees/directors to acquire own shares

Majority

Vote required from the shareholders/members to acquire own shares

None

Does the holders of non-voting shares have right to vote to acquire own shares

N/A

Is there ppraisal rights to acquire own shares

N/A

Vote required from the board of trustees/directors to declare cash or property dividends

Majority

Vote required from the shareholders/members to declare cash or property dividends

None

Does the holders of non-voting shares have right to vote to declare cash or property dividends

N/A

Is there appraisal rights to declare cash or property dividents

N/A

Vote required from the board of trustees/directors to allow stockholders or members to vote through remote communication

Majority

Vote required from the shareholders/members to allow stockholders or members to vote through remote communication

None

Does the holders of non-voting shares have right to vote to allow stockholder or members to vote through remote communication

N/A

Appraisal rights to allow stockholder or members to vote through remote communication

N/A

Vote required from the board of trustees/directors in election of officers

Majority

Vote required from the shareholders/members in election of officers

None

Does the holders of non-voting shares have right to vote in election of officers

N/A

Appraisal rights in election of officers

N/A

Vote required from the board of trustees/directors in removal of directors or trustees

None

Vote required from the shareholders/members in removal of directors or trustees

2/3

Does the holders of non-voting shares have right to vote in removal of directors or trustees

No

Appraisal rights in removal of directors or trustees

No

Vote required from the board of trustees/directors in filling a vacancy in the office of directors and trustee in case of emergency

Unanimity of the remaining directors/trustees

Vote required from the shareholders/members in filling a vacancy in the office of director and trustee in case of emergency

None

Does the holders of non-voting shares have right to vote in filling a vacancy in the office of director and trustee in case of emergency

N/A

Appraisal rights in filling a vacancy in the office of director and trustee in case of emergency

N/A