Act Vote of Vote of Stockholders Meeting Right of

Board Appraisal

Amendment Majority 2/3 Outstanding Capital Stock Yes

of AOI (ALL)
(Sec 15)

Election of Quorum (MAJORITY) must be

directors present, stockholder can vote
(Sec 23) number of shares either for
separate individuals or
cumulatively. Fractional votes
are not counted

Removal of 2/3 Outstanding Capital Stock Yes

director or
trustee
(Sec 27)

Filling of Majority of Yes if there is no quorum, and Yes, for

vacancy other the they will elect via the usual stockholder
than removal remaining method of election s if they
by directors or (also applicable if removal is due have to vote
stockholders, trustees, if to removal, expiration of term
expiration of there is still and increase in seats)
term, and quorum
increase of
seats If vacancy
(Sec 28) prevents the
quorum and
emergency
action if
required, may
be filled by
unanimous
vote of
remaining
Granting of Majority Yes -
compensation regular or
to directors special
other than
reasonable
per diems
(Sec 29)

Ratification of 2/3 Outstanding Capital Stock Yes

contract with Provided,
director if that full
first 3 disclosure
requirements of the
of Sec 31 not adverse
complied interest of
with the
(Sec 31) directors or
trustees
involved is
made at
such
meeting
and the
contract is
fair and
reasonable
under the
circumstanc
es

Ratification of Same as in Sec. 31, if the interest Same as in

contracts of the director/s is substantial in Sec. 31, if
between one corporation and nominal in the interest
interlocking another, substantial meaning of the
directors stockholdings more than 20% director/s
(Sec 32) is
substantial
in one
corporation
and
nominal in
another,
substantial
 meaning
stockholdin
gs more
than 20%

Ratification of 2/3 Outstanding Capital Stock

act of director
acquiring
interest
(Sec 33)

Extend or Majority 2/3 Outstanding Capital Stock Yes Yes

shorten
corporate
term
(Sec 36)

Increase or Majority 2/3 Outstanding Capital Stock Yes No

decrease (ALL)
capital stock,
create or
increase
bonded
indebtedness
(Sec 37)

Sale or Majority 2/3 Outstanding Capital Stock Yes Yes

disposition of (ALL) - authorization necessary
other assets for sale of all or substantially all
(Sec 39) - of the corporation’s property and
SLEMPO assets, including its goodwill
Invest Majority 2/3 Outstanding Capital Stock Yes Yes
corporate (ALL)- not necessary where the
funds in investment by the corporation is
another reasonably necessary to
corporation accomplish its primary purpose as
or business stated in the AOI
not in line
with primary
purpose (Sec
41)

Declare Board will 2/3 Outstanding Capital Stock Yes, in case

dividends declare at only in the case of issuance of of issuance
(Sec 42) their own stock dividend of stock
discretion dividend

Enter into a Majority of General: Majority (of BOTH Yes

management QUORUM managing and managed)
contract Exception: 2/3 Outstanding
(Sec 43) Capital Stock:
(Management 1.) Where a stockholder or
contract must stockholders representing the
not exceed same interest of both managing
five years) and managed corporations own
or control more than 1/3 of the
managing corporation; OR
2.) Majority of board of
managing corporation also
constitute majority of managed
board
Approval of Majority (ALL)
by-laws
(Sec 45)
By-laws shall
be effective
only upon
issuance of
SEC
certification

Amendments Majority Majority (ALL) Yes

to by-laws
(Sec 47)

Delegation of 2/3 Outstanding Capital Stock

amendments
to by-laws
(Sec 47)

Repeal of Majority Yes

delegation
(Sec 47)

Fixing of May be fixed If board has no authority, Yes, if

price for no by board if majority of outstanding capital stockholder
par value given stock s have to
shares authority by vote
(Sec 62) the articles of
corporation
(Majority of
QUORUM)

Merger or Majority of 2/3 Outstanding Capital Stock of Yes, for

consolidation each board each (ALL) both
(Sec 77) corporation
s separately

Amendment Majority of 2/3 outstanding capital stock of

to plan of each board each board
merger and
consolidation
(Sec 77)
Plan of Majority 2/3 members Yes
distribution
of assets of
non-stock
corporations
(Sec 95)

Amendment 2/3 outstanding capital stock, Yes

of AOI of with or without voting rights, or
close greater if provided by articles of
corporation incorporation
to delete any
required
provision or
to reduce a
quorum or
voting
requirement
as stated in
the AOI
(Sec 103)