Principles/Doctrines and Summary of Votes in Corporation

Topics: Corporation, Fiduciary, Board of directors Pages: 8 (2682 words) Published: March 9, 2014
Voting Shares or members
1. TWO-THIRDS (2/3) of outstanding capital stock or (2/3) of the members entitled to vote

Section 28. Removal of directors or trustees. – “Any director or trustee may be removed from office by a vote of stockholders holding or representing at least two-thirds (2/3) of the outstanding capital stock or if the corporation be a non-stock corporation, by a vote of at least two-thirds (2/3) of the members entitled to vote. “ Section 32. Dealings of directors, trustees or officers with the corporation. – “Where any of the first two conditions set forth in the preceding paragraph is absent, in the case of a director o trustee, such contract may be ratified by the vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock or of two-thirds (2/3) of the members in a meeting called for the purpose.” Section 34. Disloyalty of a director. – “Where a director, by virtue of his office, acquires for himself a business opportunity which should belong to the corporation, thereby obtaining profits to the prejudice of such corporation, he must account to the latter for all such profits by refunding the same, unless his act has been ratified by a vote of the stockholders, owning or representing at least two-thirds (2/3) of the outstanding capital stock.” Section 43. Power to declare dividends. – “Provided, further, That no stock dividends shall be issued without the approval of stockholders representing not less than two-thirds (2/3) of the outstanding capital stock at a regular or special meeting duly called for the purpose.” Section 44. Power to enter into management contract. – “(b) where a majority of the members of the board of directors in the managing corporation also constitute a majority of the members of the board of directors of the managed corporation, then the management contract must be approved by the stockholders of the managed corporation owning at least two-thirds (2/3) of the outstanding capital stock entitled to vote, or by at least two-thirds (2/3) of the members in case of a non-stock corporation.” Section 95. Plan of distribution of assets. – “Such plan of distribution shall be adopted upon approval of at least two-thirds (2/3) of the members having voting rights present or represented by proxy at such meeting.

2. MAJORITY of the outstanding capital stock or majority of the members entitled to vote

Section 24. Election of directors. – “At all election of directors or trustees, there must be present, either in person or by representative authorized to act by written proxy, the owners of the majority of the outstanding capital stock, or if there be no capital stock, a majority of the members entitled to vote.” Section 30. Compensation of directors. – “Provided, however, That any such compensation (other than per diems) may be granted to directors by the vote of the stockholders representing at least a majority of the outstanding capital stock at a regular or special stockholders’ meeting.” Section 44. Power to enter into management contract. – “No corporation shall conclude a management contract with another corporation unless such contract shall have been approved by the board of directors and by stockholders owning at least the majority of the outstanding capital stock, or by at least a majority of the members in the case of a non-stock corporation, of both the managing and the managed corporation, at a meeting duly called for the purpose.” Section 62. Consideration for stocks. – “The issued price of no-par value shares may be fixed in the articles of incorporation or by the board of directors pursuant to authority conferred upon it by the articles of incorporation or the by-laws, or in the absence thereof, by the stockholders at a meeting duly called for the purpose representing at least a majority of the outstanding capital stock.” Voting and non-voting shares or members

1. TWO-THIRDS (2/3) of the outstanding capital stock or 2/3 of the members...
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