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CORPORATE ACT VOTE REQUIREMENT

Director/Trustees Stockholders

1. Amendments, repeal, or adoption of new by-laws Majority vote of the BOD GR: Majority vote of the outstanding capital stock
XPN: If delegated by the stockholders to the board

2. Entering into management contr act Majority of the quorum of the BOD GR: Vote of the majority of the outstanding shares of
stock or members of both the managing and the managed
corporation.
XPN: The vote required for the managed corporation is not
merely majority but 2/3 of the outstanding capital stock in
cases where:
1. 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. 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.

3. Issuance of stock dividends Majority of the quorum of the BOD Vote representing 2/3 of the outstanding capital stock

4. Amendment to articles of incorporation Majority vote of the BOD Vote representing 2/3 of the outstanding capital stock

5. Grant of compensation to directors Approval of the Board Majority vote of the outstanding capital stock

6.Extending or shortening the corporate term Majority vote of the BOD Vote representing 2/3 of the outstanding capital stock

7. Increase or decrease of capital stock Majority vote of the BOD Vote representing 2/3 of the outstanding capital stock

8. To incur, create, or increase bonded indebtedness Majority vote of the BOD Vote representing 2/3 of the outstanding capital stock

9. Investment of corporate funds in another corporation or Majority vote of the BOD Vote representing 2/3 of the outstanding capital stock
business or for any other purpose other than the primary
purpose

10. The sale or other disposition of all or substantially all Approval of the board Vote representing 2/3 of the outstanding capital stock
of the corporate assets

11. Merger or consolidation Majority vote of the BOD Vote representing 2/3 of the outstanding capital stock

12. Voluntary dissolution Majority vote of the BOD Vote representing 2/3 of the outstanding capital stock

13. To adopt a plan of distribution of assets of a non-stock Majority vote of the Trustees 2/3 of the members having voting rights
corporation

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