Required votes of stockholders and directors

Corporate/constituent acts
Board of directors

REF

A. Majority of the outstanding capital stock

1. Elections of Directors and trustees

24

N/a
2. To revoke the power of the board of
Directors or trustees to amend or repeal by
laws or adopt new by laws

46

N/a

B. at least Majority of the outstanding capital stock

1. to revoke the power of the board of

Directors or trustees to amend or repeal by
laws or adopt new by laws

30

2. to revoke the power of the board of

Directors or trustees to amend or repeal by
laws or adopt new by laws

30

3. to revoke the power of the board of

Directors or trustees to amend or repeal by
laws or adopt new by laws

44
of the BD

N/a

N/a
Majority

4 .to adopt by laws

46

N/a
5. to revoke amend repeal and adopt new bylaws
Majority of the BD
6. to fixed the issued price of no-par value,
shares in the absence of the provisions in
the articles of incorporation or by laws
(stock corporation only)

48

62
of the quorum

Majority

C. two-thirds (2/3) of outstanding capital stock

1.to remove directors or trustee

28

N/a
2. to increase or decrease capital stock, to
incur, create or increase bonded
indebtedness (stock corp)
3.To approve the issuance of shares, in
exchange for property needed for corporate

38
of the BD
purposes or in payment previously
contracted debt (stock corporations)

Majority

39

N/a
4. to delegate to the board of directors or
trustees, the power to amend, repeal or
adopt new by-laws (for revocation of said
power by majority of the outstanding capital
stock or members

48

N/a

D. atleast two-thirds (2/3) of outstanding capital stock

1. to approve, vote or written assent, the

amendment of articles of incorps.

46
of the BD

Majority

2. to remove directors or trustees

46

N/a

3.To approve the dealings of directors or

trustees with their corp if voidable

32
N/a

4.To approve the contract between corps,

with interlocking directors in which said
directors have nominel interest in the other
corp (stock corp)

33
N/a

5. to ratify the act of a director in acquiring

himself a business opportunity which should
belong to the corporation (stock corp)

34
N/a

6. to approve the amendment of the articles

of incorporation in order to extend or shorten
the corporate team

37
of the quorum

7.To approve the sale, lease , exchange,

mortgage, pledge or otherwise disposition of
all substantially all of the property and assets
including goodwill of a corporation

40
of the quorum

8.To approve the investment of the funds of

the corporation in any other corporation or

business or purpose other than its primary

purpose

Majority

Majority

42
Majority of the BD
9.To approve issuance of stock dividends

43
of the quorum

*To declare stock and cash dividends (only

vote
of
board
of
directors
needed
stockholders approval not required)

43
the quorum

10.To approve the plan of merger or

consolidation of corp

77
Majority of the BD

11.To approve the voluntary dissolution of

the corp

118/119
Majority of the BD

Majority

Majority of