BOTH BOD AND SHAREHOLDERS (or MEMBERS)

Majority of the
Sec. 16
Amendment of AOI
ENTIRE
Power to extend or shorten corporate
Majority of the
38
term
ENTIRE
Power to increase or decrease capital
Majority of the
38
stock or bonded indebtedness
ENTIRE
Power to deny preemptive right (in
Majority of the
39
AOI)
ENTIRE
Sale or other disposition of all or
Majority of the
40
substantially all assets (if ordinary
ENTIRE
course- QUORUM)
Power to invest corporate funds in
another corporation or business or
Majority of the
42
for any other purpose (secondary
ENTIRE
purpose) (if primary- QUORUM)
48

Amendments of bylaw

76

Merger or consolidation

117

Dissolution

43

Power to declare STOCK dividends

(if cash- BOD quorum)

44

Power to enter into management

contracts

BOD ONLY

Majority of the
ENTIRE
Majority of the
ENTIRE
Majority of the
ENTIRE
Majority of the
QUORUM
Majority of the
QUORUM (of
both managing
and managed)

2/3
2/3
2/3
2/3

Majority (2/3
only if delegate
it to bod;
majority if
revoked)
2/3
2/3
2/3
Majority (of
both managing
and managed);
2/3 (of managed
corpo. if with
interlocking bod)

25

Appointment and Removal of

corporate officers

35

Delegation of powers by BOD

to the Executive Committee

40

Sale of assets in the regular

course of business

42

Power to invest corporate

funds to accomplish primary
purpose

43

Power to declare CASH

dividends

SHAREHOLDERS ONLY
Election of directors or
24
trustees
Removal of directors or
28
trustees
Filling of vacancies in BOD
(expiration, removal,
29
increase in number of BOD,
no quorum)
30
Compensation of directors
Adoption of bylaws (after 1
46
mo.) (if before, ALL
incorporators)

Majority of
the
ENTIRE
Majority of
the
ENTIRE
Majority of
the
QUORUM
Majority of
the
QUORUM
Majority of
the
QUORUM

Majority
2/3
Majority
Majority
Majority