ONAHON, BARBARA HAZEL V.

CORPORATION

METHODS OF VOTING
A. STOCK CORPORATION

1. Number of votes to which a stockholder is entitled (Cumulative Voting)

- This is determined by multiplying the number of shares owned by the
number of directors to be elected. This is designed to give minority
stockholders may thus combine their forces to elect a director.
Example:
If one owns 500 shares and there are 9 directors to be elected, he shall
have a total vote if 4,500 votes.
Formula to determine the votes needed to elect the desired number of
directors:
Outstanding shares entitled to vote multiply by desired number of directors to
be elected and divided to the total number of directors to be elected plus one
and plus one to the overall.
Example:
If there are 10,000 outstanding shares and the number of directors to be
elected is 7, minority stockholders who wish to elect 2 directors would need
the following number of shares and votes:
Number of shares needed to elect 2 directors
= [(10,000 shares x 2) / 7 +1)] + 1
= 2501 shares
Number of votes needed to elect each of the 2 directors
= (2,501 shares x 7 directors to be elected)/2
= 8,753.5 votes
 2. The votes may be cast as follows:

a. Straight voting

Example:

If the stockholder has 500 shares and there are 9 directors to be

elected and he shall have a total of 4,500 votes. The 4,500 votes may
be distributed equally among the 9 candidates that the stockholder
wished to elect at 500 votes each.

b. Cumulative voting in favor of one candidate

Example:

In the same example above, all the 4,500 votes shall be cast in
favor of one candidate that the stockholder wished to elect.

c. Cumulative voting by distribution

Example:
The stockholder may distribute the 4,500 votes to as many
candidates as he wishes to elect. Such as 1,500 votes to candidate A,
1,000 votes to candidate B and 2,000 votes to candidate C.

B. NON-STOCK CORPORATION

A member may cast as many votes as there are trustees to be elected

but may not cast more that one vote for one candidate.

Example:

If there are 10 trustees to be elected, each member is entitled to

10 votes. However he cannot cast more than 1 vote for one candidate.