a.

Board alone
1. Sell, lease, exchange, mortgage, pledge or dispose of ANY Corp. properties and assets, IF:
- necessary in the usual and regular course of corp. business; OR
- proceeds of such is appropriated for the conduct of its business.
2. Abandon such sale, lease, exchange, mortgage, pledge or disposal of ALL or SUBSTANTIALLY
ALL of its corp. properties or assets
3. Acquire its own shares for a LEGITIMATE PURPOSE; provided it has unrestricted retained
earnings (R/E) to cover such acquisition.
- Legitimate purposes include but not limited to:
a. Eliminate fractional shares arising out of stock dividends
b. Collect/compromise an indebtedness to the corp., arising out of unpaid
subscriptions in a delinquency sale and to purchase such delinquent shares from
such sale; and
c. To pay dissenting/withdrawing stockholders entitled to payment for their shares
who exercise their appraisal right
4. Invest corp.’s funds to accomplish its primary purpose
5. Declare CASH/PROPERTY dividends; provided, it is declared out of UNRESTRICTED R/E
6. Fill in vacancies (CAUSED BY REASON OTHER THAN REMOVAL AND TERM EXPIRATION:
DEATH, INCAPACITY TO DIRECT, RETIREMENT, OR INSOLVENCY) if there is still quorum.
7. Amend/Repeal/Adopt NEW B/L if delegated to corp. by stockholders rep. 2/3 of OCS
8. Elect Corporate Officers (VOTE: majority of ALL board members)
9. Fix issue price of no-par val shares IF GRANTED in A/I or B/L

b. EXECOM: act on specific matters within the competence of the board delegated to it in the AI or
majority of the board;
EXCEPT:
1. Approval of action requiring approval of stockholders
2. Fill in vacancies in the BOARD
3. Amend/repeal of BL or adoption of new BL
4. Amend/repeal board resolutions expressly made not repealable or amendable;
5. Distribute cash dividends

c. Board and Stockholders

I. Rep. 2/3 of OCS

1. Extend or shorten corporation’s term
2. Increase or decrease capital stock (ISSUANCE OF STOCK DIVIDENDS DOES NOT
INCREASE nor DECREASE Capital stock of stock corp.)
3. Incur, create or increase bonded indebtedness
4. Amendment of Articles of Incorporation
5. Sell, lease, exchange, mortgage, pledge or otherwise dispose of all or substantially
all corp.’s properties or assets:
 a. Deemed SUBSTANTIALLY ALL when corp. is rendered incapable of continuing
business or accomplishing its primary purpose as a result thereof
6. Invest corp.’s funds in another corp. or business or for ANY OTHER PURPOSE OTHER
THAN ITS PRIMARY PURPOSE.
7. Issue stock dividends