Corpo Voting Table

CORPORATION LAW Table of Voting Requirement

SEC

16

Corporate Act

ALL members of the BOD

x

To amend Articles of Incorporation

24

To elect directors or trustees

28

To remove directors or trustees

28

To call a special meeting to remove directors or trustees

32

To ratify a contract of a director/trustee or officer with the corporation

35

To create an executive committee

37

To extend or shorten corporate term

2/3 vote of Majority Majority the OCS Majority of the of the vote or members quorum OCS or of of the entiled to vote of the BOD or members BOD or (including non-voting members entitled to Trustees when granted by vote AOI) x (including non-voting, when provided by AOI) x x x x

x x

x

To increase or decrease capital stock

x

x (including non-voting, when provided by AOI)

To incur, create, or increase bonded indebtedness

x

x (including non-voting, when provided by AOI)

40

To sell, lease,exchange, mortgage, pledge or otherwise dispose of all- or substantially all of the corporate asset

x

42

To invest corporate funds in another corporation or business or for any purpose other than the primary purpose

x

43

To issue stock dividends (Kinds: Stock; Cash; Property; Bonds; Optional; Composite; Cumulative; Scrip; Liquidating; Participating and Non-participating [sec6])

38

ibid.

NB:

x (including non-voting, when provided by AOI) x (including non-voting, when provided by AOI) x x only insofar as STOCK in case of cash, dividends; not bond, and other required with respect to forms of dividend other dividends

A corporation may prescribe a greater voting requirement for the approval of any of the above corporate acts in its AOI and/or by-laws in order to protect pag of minority stockholders or members

SEC

44

Corporate Act

ALL members of the BOD

Majority vote of the BOD or Trustees

x managed corporation (in some cases)

To enter into a management management contract

46

To adopt by-laws

48

To amend, repeal the by-laws or adopt new by-laws

ibid.

To delegate to the Board of Directors or trustees the power to amend or repeal the bylaws or adopt new by-laws

ibid.

To revoke the preceding preceding power delegated delegated to the board

Majority 2/3 vote of Majority of the of the the OCS quorum OCS or of or members entitled of the BOD or members to vote Trustees or entitled to members vote

x including holders of nonvoting shares (Sec 6,par2)

x

To effect or amend a plan of merger or consolidation

118, 119 To dissolve the corporation 95

par 2

To adopt a plan of distribution of assets of a non-stock corporation

SEC For temporary stoppage of operation of a corporation, either prior to voting or by opinion subsequent ratification (this is not a mere exercise of management prerogative) NB

Acts must be approved by both the BOD or trustees and the stockholders or members

x

x including holders of nonvoting shares (Sec 6,par2) x x x if authorized by the AOI

62 To fix the issued price of no par value shares last par

77

x both managed and managing corporation

x

x + ratified by OCS or members of constituent corp

x

x including holders of nonvoting shares (Sec 6,par2)

x

x if NOT authorized

x x

pa

Written assent of the 2/3 OCS

x

the rights e 1 of 2

Written assent of the OCS

e 2 of 2