POWERS VOTES REQUIRED APPRAISAL RIGHT

(Express )
To sue and be sued (Sec. 36 .1) Discretion of the Board of Directors/Trustees
Power of succession by its corporate name (Sec. 36.2)
Adopt and use a corporate seal (Sec. 36.3)
To amend it Articles of Incorporation (Sec. 36.4) Majority vote of the BOD/T and vote of stockholders representing at With right of appraisal in case of dissenting
least 2/3 of the outstanding capital stock/members stockholders
To adopt by-laws, not contrary to law, morals, or public policy, and to Owner of 2/3 of the outstanding capital stocks, or 2/3 of the members,
amend or repeal the same (Sec. 36.7) may delegate to the BOD/T the power to amend/repeal any by-laws
In case of stock corporations, to issue or sell stocks to subscribers and
to sell stocks to subscribers and to sell treasury stocks in accordance
with the provisions of this Code; and to admit members to the
corporation if it be a non-stock corporation (Sec. 36.6)
To purchase, receive, take or grant, hold, convey, sell, lease, pledge, Only through its BOD/T and its officers and agents when authorized by
mortgage and otherwise deal with such real and personal property, a board resolution or its by-laws
including securities and bonds of other corporations, as the
transaction of the lawful business of the corporation may reasonably
and necessarily require, subject to the limitations prescribed by law
and the Constitution (Sec. 36.7)
To enter into merger or consolidation with other corporations as Majority vote of the BOD/T and vote of stockholders representing at With right of appraisal in case of dissenting
provided in this Code (Sec. 36.8) least 2/3 of the outstanding capital stock/members stockholders
To make reasonable donations, including those for the public welfare
or for hospital, charitable, cultural, scientific, civic, or similar purposes:
Provided, That no corporation, domestic or foreign, shall give
donations in aid of any political party or candidate or for purposes of
partisan political activity (Sec. 36.9)
To establish pension, retirement, and other plans for the benefit of its
directors, trustees, officers and employees (Sec. 36.10)
Power to extend or shorten corporate term (Sec. 37) Majority vote of the BOD/T and vote of stockholders representing at With right of appraisal in case of dissenting
least 2/3 of the outstanding capital stock/members stockholders (only in case of extending corporate
term)
Power to increase or decrease capital stock; incur, create or increase Majority vote of the BOD/T
bonded indebtedness (Sec. 38)
Power to deny pre-emptive right (Sec. 39)
Sale or other disposition of assets (Sec. 40) Sale pursuant to primary purpose: Majority vote of the BOD/T
Sale of all or substantially all of corporate assets (Secondary): Majority With right of appraisal in case of dissenting
vote of the BOD/T and vote of stockholders representing at least 2/3 stockholders
of the outstanding capital stock/members
Power to acquire own shares (Sec. 41)
Power to invest corporate funds in another corporation or business or Majority vote of the BOD/T and vote of stockholders representing at With right of appraisal in case of dissenting
for any other purpose (Sec. 42) least 2/3 of the outstanding capital stock/members stockholders
Power to declare dividends (Sec. 43) Cash dividend shall be issued by approval of the majority of BOD/T
Stock dividend shall be issued with the approval of stockholders
representing not less than two-thirds (2/3) of the outstanding capital
stock
Power to enter into management contract (Sec. 44) 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: Provided, That
(1) where a stockholder or stockholders representing the same
interest of both the managing and the managed corporations own or
control more than one-third (1/3) of the total outstanding capital stock
entitled to vote of the managing corporation; or
(2) where a majority of the members of the board of directors of 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
total outstanding capital stock entitled to vote, or by at least two-
thirds (2/3) of the members in the case of a non-stock corporation
Ultra vires acts of corporations (Sec. 45)

(Implied)
To exercise such other powers as may be essential or necessary to
carry out its purpose or purposes as stated in the articles of
incorporation (Sec. 36. 11)
Ultra vires acts of corporations (Sec. 45)

(Incidental)
Corporation defined. A corporation is an artificial being created by
operation of law having the right of succession and the powers,
attributes and properties expressly authorized by law or incident to its
existence. (Sec. 2)

Ultra vires acts of corporations (Sec. 45)