| Corporate Action | Required Board Vote | Required Stockholder/Member Vote |
| Amendment of the Articles of Incorporation (AOI) | Majority vote of the board. | 2/3 of the outstanding capital stock (or members). |
| Extension or Shortening of Corporate Term | Majority vote of the board. | 2/3 of the outstanding capital stock (or members). |
| Increase or Decrease of Authorized Capital Stock (ACS) | Majority vote of the board. | 2/3 of the outstanding capital stock (at a meeting). |
| Incur, Create, or Increase Bonded Indebtedness | Majority vote of the board. | 2/3 of the outstanding capital stock (or members). |
| Denial of Pre-emptive Right | Approval of the board for the issuance. | 2/3 of the outstanding capital stock. |
| Sale, Lease, Exchange, Mortgage, Pledge, or Other Disposition of All or Substantially All Corporate Property and Assets | Majority vote of the board. | 2/3 of the outstanding capital stock (or members) at a meeting. |
| Investment of Corporate Funds for a Secondary Purpose | Majority vote of the board. | 2/3 of the outstanding capital stock (or members). |
| Declaration of Stock Dividends | Majority vote of the board. | 2/3 of the outstanding capital stock (at a meeting). |
| Merger or Consolidation | Majority vote of each board of directors/trustees. | 2/3 of the outstanding capital stock (or members) of each constituent corporation. |
| Voluntary Dissolution where Creditors are Affected | Majority vote of the board. | 2/3 of the outstanding capital stock (or members). |
| Voluntary Dissolution where No Creditors are Affected | Majority vote of the board. | Majority of the outstanding capital stock (or members). |
| Adoption and Amendment of By-laws | Majority vote of the board. | Majority of the outstanding capital stock (or members). |
| Entering into Management Contracts (General Rule) | Majority vote of the board of both corporations. | Majority of the outstanding capital stock (or members) of both corporations. |
| Entering into Management Contracts (Interlocking ownership/management) | Majority vote of the board of both corporations. | 2/3 of the outstanding capital stock (or members) of the managed corporation. |
| Ratification of Contracts with Self-Dealing Directors/Trustees | N/A (requires original board approval). | 2/3 of the outstanding capital stock (or members) at a meeting. |
| Ratification of Acts of Disloyalty by a Director | N/A | 2/3 of the outstanding capital stock. |
Corporate Actions and the Required Vote
Bryan Villarosa
Juris Doctor | Legal researcher, SEO writer, and website developer.
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