Required of Vote from the Board of
Corporate Act
1. Election of Directors
2. Vacancies in the BOD not due
to removal, expiration of term or
increase in the number of directors
3. Power to acquire its own
shares
4. Fixing of issue price of no par
value shares
5. Amendment or repeal of By-
laws or adoption of new By-laws
6. Management Contract
7. Amendments of Articles of
Incorporation
8. Dissolution of a Corporation
9. Adoption of Plan or
Distribution of assets of non-stock
corporation
10. Merger or consolidation
11. Sales, lease, exchange,
mortgage, pledge, dispose of all or
substantially all of corporate assets
12. Increase or decrease of capital
stocks
Directors/Trustees
Majority of the remaining directors or trustees
Majority of the quorum of the board of
directors if authorized by the articles of
incorporation
Majority of the board of directors/trustees
Majority of the quorum of the board of
directors or trustees
Majority of the board of directors/trustees
Majority of board of directors/trustees
Majority of the board of trustees
Majority of the board of directors/trustees
Majority of the board of directors/trustees
Majority of the board of directors
Required Number of Votes from the Stockholders
Majority of the outstanding capital stock or of the
members entitled to vote
In the absence of such authority, majority of the
outstanding capital stock
Majority of the outstanding capital stock or of the
members
Majority of the outstanding capital stock or of the
members of both the managing and managed
corporations, and in some cases, 2/3 of the total
outstanding capital stock entitled to vote or of the
members, with respect to the managed corporation
2/3 of the outstanding capital stock or of the members
entitled to vote
2/3 of the outstanding capital stock or of the members
2/3 of the members having voting rights
2/3 of the outstanding capital stock or of the members of
the constituent corporations
2/3 of the outstanding capital stock or of the members
2/3 of the outstanding capital stock
13. Incur, create, increase bonded
Majority of the board of directors/trustees 2/3 of the outstanding capital stock or of the members
indebtedness
14. Investment of corporate funds
in another corporation or business
Majority of the board of directors or trustees 2/3 of the outstanding capital stock or of the members
or for any other purpose other the
primary purpose
15. Extension or shortening of
Majority of the board of directors/trustees 2/3 of the outstanding capital stock or of the members
corporate term
Majority of the quorum of the board of
16. Issuance of stock dividends 2/3 of the outstanding capital stock
directors
17. Fixing of compensation of
Majority of the outstanding capital stock
Directors
Majority of the outstanding capital stock or of the
18. Adoption of By-laws
members
19. Denial of Pre-emptive Right 2/3 of the outstanding capital stock
20. Delegation of the power to
amend, repeal or adopt new By- 2/3 of the outstanding capital stock or of the members
laws
2/3 of the outstanding capital stock or of the members
21. Removal of Directors/Trustees
entitled to vote
22. Ratification of disloyal director 2/3 of the outstanding capital stock
23. Ratification of self-dealing
2/3 of the outstanding capital stock or of the members
director