Voting Requirements for the Exercise of Corporate Powers Annex “A”

MAJORITY VOTE OF MAJORITY VOTE OF STOCKHOLDERS STOCKHOLDERS

DIRECTORS WITH DIRECTORS WITH REPRESENTING 2/3 REPRESENTING
THE CONCURRENCE THE CONCURRENCE OCS MAJORITY OCS
OF SHs OF SHs
REPRESENTING 2/3 REPRESENTING
OCS MAJORITY OCS

Merger or Management Removal of Compensation of

Consolidation contract (Sec. 43) directors/trustees (Sec. directors (Sec. 29)
(Sec. 76) Except: Interlocking 27)
Stockholders/Directors Revocation of
Management Amendment, repeal, Deny pre-emptive delegation (Sec. 47)
contract (Sec. 43) or adoption of new right (Sec. 38)
In case of Interlocking by-laws (Sec. 47) Election of directors
Stockholders/Directors Delegation of the or trustees (Sec. 23)
power to amend,
Increase or decrease repeal or adopt new Fixing of the issued
of C/S (Sec. 37) by-laws to board of
price of no-par shares
directors (Se. 47) (sec. 61)
Incurring or creating
bonded indebtedness Ratification of
(Se. 37) contract with director
or trustee if voidable
Invest corporate funds (Sec. 31)
in another corp. or
business or for any Ratification of the act
other purpose (Sec. of a director who is
41) disloyal (Sec. 33)

Issuance of Stock
Dividends (Sec. 42)

Dissolution (Sec. 135)

Amendment of the
Articles of
Incorporation (Sec. 15)

Sell, lease, exchange,

mortgage, pledge, or
otherwise dispose of
all or substantially all
of corp. property
including goodwill
(Sec. 39)

Extend or shorten
corporate term (Sec.
36)