Majority Vote

What is the procedure for voluntary dissolution when no creditors are affected?

What is the procedure for voluntary dissolution when no creditors are affected? Voluntary dissolution where no creditors are prejudiced requires approval by a majority vote of the board of directors or trustees (SEC. 134, Revised Corporation Code of the Philippines). This must be followed by a resolution adopted by the affirmative vote of the stockholders

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Under what conditions can stockholders delegate the power to amend bylaws to the board?

Under what conditions can stockholders delegate the power to amend bylaws to the board? The power to amend or repeal bylaws, or adopt new ones, may be delegated to the board of directors or trustees by the owners of two-thirds (2/3) of the outstanding capital stock or two-thirds (2/3) of the members in a nonstock

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What majority vote is required for the board of directors to transact corporate business, and what is the exception?

What majority vote is required for the board of directors to transact corporate business, and what is the exception? To transact corporate business, a quorum must first be established, which generally consists of a majority of the directors or trustees as stated in the articles of incorporation (SEC. 52, Revised Corporation Code of the Philippines).

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What are the general voting requirements for a corporation to enter into a management contract with another corporation?

What are the general voting requirements for a corporation to enter into a management contract with another corporation? A corporation cannot conclude a management contract with another corporation unless the contract is approved by the board of directors and by stockholders owning at least the majority of the outstanding capital stock of both the managing

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What are the rules concerning the adoption and filing requirements for corporate bylaws?

What are the rules concerning the adoption and filing requirements for corporate bylaws? For the adoption of bylaws, the affirmative vote of the stockholders representing at least a majority of the outstanding capital stock is necessary (SEC. 45, Revised Corporation Code of the Philippines). The bylaws must be signed by the voting stockholders or members

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How is a vacancy in the board of directors filled, excluding removal or expiration of term?

How is a vacancy in the board of directors filled, excluding removal or expiration of term? A vacancy occurring in the board of directors or trustees due to reasons other than removal or expiration of term may be filled by a vote of at least a majority of the remaining directors or trustees, provided they

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What is the limit on the total yearly compensation for directors or trustees?

What is the limit on the total yearly compensation for directors or trustees? In the absence of a provision in the bylaws fixing their compensation, directors or trustees shall not receive any compensation in their capacity as such, except for reasonable per diems (SEC. 29, Revised Corporation Code of the Philippines). However, stockholders representing a

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