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. |
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