Election of Directors or Trustees There must be present in person
or by representative authorized by written proxy: a. The owners of MAJORITY of the outstanding capital stock, if a stock corporation b. The MAJORITY of the members, of non-stock corp. To have a valid corporate Act MAJORITY of those PRESENT Removal of Directors or (Directors or Trustees) provided Trustees: there is a quorum except in the election of officers which requires
a. Stock Corporation -By the stockholders
representing at least 2/3 of the outstanding capital stock entitled to vote
b. Non-Stock -2/3 of the members entitled to
vote.
Compensation of Directors Approved by the stockholders
representing at least a majority of the outstanding capital stock. Ratification of contract with the Ratification is made by the vote director or trustee if voidable of the stockholders representing at least 2/3 of the outstanding capital stock or of 2/3 of the members. To extend or shorten corporate The act must be approved by: Note: The AOI are amended to term effect such extension or 1.)Majority vote of the board of shortening of corporate term. directors or trustees, AND
2. )2/3 of the outstanding capital
stock; or 2/3 of the members in a meeting called for the purpose.
To increase or decrease Capital 1.) MAJORIT
Stock To incur, create or increase The act must be approved by: The incurring, creating or bonded indebtedness a. Majority vote of the BOD or increasing bonded indebtedness Trustees, and must be approved by the SEC. b. 2/3 of the outstanding capital stock; or 2/3 of the members in a meeting called for the purpose. To sell, lease, exchange, The act must be approved by: Conditions when the vote of the mortgage, pledge or dispose a. Majority vote of the BOD or BOD or T is sufficient: corporate property Trustees, and a. When the sale, lease, 2/3 of the outstanding capital stock; mortgage or etc. of or 2/3 of the members in a meeting called for the purpose. corporate property is necessary in the usual and regular course of business. b. When the proceeds of such sale or other disposition are to be appropriated for the conduct of the remaining business of the corporation.