--Unless otherwise provided in the bylaws, a majority of the directors in office of a business corporation shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present and voting at a meeting at which a quorum is present shall be the acts of the board of ...
The directors must agree to issue shares with a minimum of 75% shareholder approval, otherwise, new shares must first be offered to current shareholders before being sold to third parties.
--Unless otherwise restricted in the bylaws, any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders of a business corporation may be taken without a meeting if a consent or consents to the action in record form are signed, before, on or after the effective time of ...
--Unless otherwise restricted in the bylaws, any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders of a business corporation may be taken without a meeting if a consent or consents to the action in record form are signed, before, on or after the effective time of ...
In Pennsylvania, a corporation need not adopt bylaws at its formation, but bylaws are sometimes adopted by the incorporator or board of directors at formation or a later time.
Shareholder approval will also be necessary when issuing a new class of shares and you do not already have authority (such as when issuing your first class of preference shares when you only have ordinary shares currently).
New York Consolidated Laws, Business Corporation Law - BSC § 715. Officers. (a) The board may elect or appoint a president, one or more vice-presidents, a secretary and a treasurer, and such other officers as it may determine, or as may be provided in the by-laws.
(b) Action by consent. --Unless otherwise restricted in the bylaws, any action required or permitted to be approved at a meeting of the directors may be approved without a meeting by a consent or consents to the action in record form.
(1) One or more domestic entities may merge with one or more domestic entities or foreign associations into a surviving association. (2) Two or more foreign associations may merge into a surviving association that is a domestic entity.
Section 312.03(b)(ii) provides that shareholder approval is required prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, where such securities are issued as consideration in a transaction or series of related transactions in which a Related Party has a 5% or greater ...