APPROVAL VOTES

SUBJECT BOD / BOT SH / M

AOI & BYLAWS
Amendment of AOI Majority of all 2/3
Before incorporation:
All incorporators
Adoption of bylaws None
After incorporation:
Majority of SH / M
Amendment / repeal of bylaws Majority of all Majority
Delegation of power to amend /
None 2/3
repeal bylaws
Revocation of delegated power to
None Majority
amend / repeal bylaws
CORPORATE TERM
Election to retain specific corporate
term in lieu of perpetual
None Majority
existence for corporations with COIs
issued prior to effectivity of RCC
Extension / shortening of corporate
Majority of all 2/3
term
ELECTIONS & APPOINTMENTS
Most number of votes,
Election of Ds / Ts None
if quorum
Election of Ds / Ts upon summary Most number of votes,
None
order of SEC but present = quorum
D: Majority of all SH: None
Appointment of corporate officers T: None, unless AOI / bylaws M: Majority, unless AOI /
provide otherwise bylaws provide otherwise
REMOVAL
Removal of corporate officers Majority of all None
Calling of special meeting to remove
None Majority
Ds / Ts
Removal of Ds / Ts None 2/3
1
 APPROVAL VOTES
SUBJECT BOD / BOT SH / M
FILLING OF VACANCIES
Filling of vacancies in the Board due Most number of votes,
None
to term expiration if quorum
Most number of votes,
Filling of vacancies due to removal None
if quorum
Filling of vacancies due to increase in Most number of votes,
None
number of Ds / Ts if quorum
Filling of vacancies in the Board Most number of votes,
other than by: (1) term expiration; (2) Majority of all remaining, if BOD / BOT is no longer
removal; and (3) increase in number if still quorum quorum and SH / M is
of Board seats quorum
DEALINGS WITH DS / TS
Compensation of Ds / Ts None Majority
Ratification of dealings of Ds / Ts /
Os with corporation, where either:
(1) presence of D / T in board
meeting was necessary to constitute None 2/3
quorum; or (2) vote of such D / T
was necessary for approval of
contract
Ratification of dealings of Ds / Ts /
Os with corporation, where: (1)
Majority of independent Ds None
corporation is vested with public
interest; and (2) contract is material
Ratification of business opportunity
belonging to corporation but None 2/3
acquired by D
MANAGEMENT
Creation of executive committee (if
Majority of quorum None
provided by bylaws)
Creation of special committees Majority of quorum None
Managing: Majority
Majority of quorum of: (1)
Entering into a management contract Managed: Majority as GR,
managing; and (2) managed
2/3 if interlocking Ds or SHs
2
 APPROVAL VOTES
SUBJECT BOD / BOT SH / M
ASSETS
Sale or other disposition of assets in
Majority of quorum None
the ordinary course of business

Sale or other disposition of all or SH: 2/3

Majority of all
substantially all of corporate assets M: 2/3, if with voting rights
Investment of funds for primary
Majority of quorum None
purpose
Investment of funds for incidental
Majority of quorum None
purpose
Investment of funds for secondary
Majority of all 2/3
purpose / another business
LIABILITIES
Incurring, creating, or increasing
Majority of all 2/3
bonded indebtedness
Incurring debt in the ordinary course
Majority of quorum None
of business
EQUITY
Increase or decrease of capital stock Majority of all 2/3
Declaration of cash dividends Majority of quorum None
Declaration of stock dividends Majority of quorum 2/3
Denial of preemptive right None 2/3
Fixing issued value of no-par value
shares, if not fixed in the AOI, and
Majority of quorum None
authority is conferred to BOD / BOT
by AOI / bylaws
Fixing issued value of no-par value
shares, if not fixed in the AOI, and
None Majority
authority is not conferred to BOD /
BOT by AOI / bylaws
ENDING
Merger or consolidation Majority of all 2/3

3
 APPROVAL VOTES
SUBJECT BOD / BOT SH / M
Voluntary dissolution where no
Majority of all Majority
creditors are affected
Voluntary dissolution where
Majority of all 2/3
creditors are affected