Principles/Doctrines and Summary of Votes in Corporation
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
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