VOTES REQUIRED
Election of Directors or Trustees
To have a valid corporate Act
Removal of Directors or
Trustees:
a. Stock Corporation
b. Non-Stock
Compensation of Directors
Ratification of contract with the
director or trustee if voidable
To extend or shorten corporate
term
To increase or decrease Capital
Stock
To incur, create or increase
bonded indebtedness
To sell, lease, exchange,
mortgage, pledge or dispose
corporate property
NOTES
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.
MAJORITY of those PRESENT
(Directors or Trustees) provided
there is a quorum except in the
election of officers which
requires
-By the stockholders
representing at least 2/3 of the
outstanding capital stock entitled
to vote
-2/3 of the members entitled to
vote.
Approved by the stockholders
representing at least a majority
of the outstanding capital stock.
Ratification is made by the vote
of the stockholders representing
at least 2/3 of the outstanding
capital stock or of 2/3 of the
members.
The act must be approved by: Note: The AOI are amended to
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.
1.) MAJORIT
The act must be approved by: The incurring, creating or
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.
The act must be approved by: Conditions when the vote of the
a. Majority vote of the BOD or BOD or T is sufficient:
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.