CORPORATION LAW

Table of Voting Requirement

ALL members of the BOD 2/3 vote of Majority Majority the OCS Majority of the of the vote or members quorum OCS or of of the entiled to vote of the BOD or members BOD or (including non-voting members entitled to Trustees when granted by vote AOI)
x x (including non-voting, when provided by AOI) x x x x x x x x x (including non-voting, when provided by AOI) x (including non-voting, when provided by AOI) x (including non-voting, when provided by AOI) x (including non-voting, when provided by AOI) x x only insofar as STOCK in case of cash, dividends; not bond, and other required with respect to forms of dividend other dividends

SEC

Corporate Act

16

To amend Articles of Incorporation

24 28 28 32 35 37 38

To elect directors or trustees To remove directors or trustees To call a special meeting to remove directors or trustees To ratify a contract of a director/trustee or officer with the corporation To create an executive committee To extend or shorten corporate term To increase or decrease capital stock

ibid.

To incur, create, or increase bonded indebtedness To sell, lease,exchange, mortgage, pledge or otherwise dispose of all- or substantially all of the corporate asset To invest corporate funds in another corporation or business or for any purpose other than the primary purpose To issue stock dividends (Kinds: Stock; Cash; Property; Bonds; Optional; Composite; Cumulative; Scrip; Liquidating; Participating and Non-participating [sec6])

40

42

43

NB:

A corporation may prescribe a greater voting requirement for the approval of any of the above corporate acts in its AOI and/or by-laws in order to protect the rights page 1 of 2 of minority stockholders or members

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ALL members of the BOD Majority vote of the BOD or Trustees Majority 2/3 vote of Majority of the of the the OCS quorum OCS or of or members entitled of the BOD or members to vote Trustees or entitled to members vote
x managed corporation (in some cases) x including holders of nonvoting shares (Sec 6,par2) x including holders of nonvoting shares (Sec 6,par2) x x x if authorized by the AOI x + ratified by OCS or members of constituent corp x including holders of nonvoting shares (Sec 6,par2) x x x if NOT authorized x both managed and managing corporation

SEC

Corporate Act

44

To enter into a management contract

46

To adopt by-laws

48

To amend, repeal the by-laws or adopt new by-laws To delegate to the Board of Directors or trustees the power to amend or repeal the bylaws or adopt new by-laws To revoke the preceding power delegated to the board

ibid. ibid.

62 To fix the issued price of no par value shares last par

77

To effect or amend a plan of merger or consolidation

118, 119 To dissolve the corporation 95 2 par

To adopt a plan of distribution of assets of a non-stock corporation

SEC For temporary stoppage of operation of a corporation, either prior to voting or by opinion subsequent ratification (this is not a mere exercise of management prerogative) NB

Acts must be approved by both the BOD or trustees and the stockholders or members

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Written assent of the 2/3 OCS

der to protect the rights

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Written assent of the OCS

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