VOTING RIGHTS

Question 1

Vote for Election

Answer 1

Majority of OCS

Question 2

REMOVAL OF DIRECTOR OR TRUSTEE

Answer 2

2/3 of OCS
2/3 of Members if nonstock

Question 3

MEETING FOR REMOVAL

Answer 3

M of OCS

Question 4

EMERGENCY BOARD

Answer 4

Unanimous consent of all remaining directors/trustees

Question 5

COMPENSATION OF DIRECTORS GRANT BY SHs

Answer 5

M of OCS

Question 6

REMEDY FOR SELF-DEALING DIRECTORS RATIFICATION

Answer 6

2/3 of OCS + FULL DISCLOSURE

Question 7

VOTE TO CREATE EX COM

Answer 7

MAJOR OF ALL ITS MEMBERS

Question 8

VOTE TO DECIDE IN EX COM

Answer 8

QUORUM

Question 9

HOLD A MEETING

Answer 9

M OF QUORUM

Question 10

EXTEND OR SHORTEN TERM

Answer 10

M+2/3 of OCS

Question 11

INCREASE, DECREASE CAP STOCK BONDED INDEBTEDNESS

Answer 11

M+2/3 OF OCS

Question 12

SALE OF ALL OF CORPORATE PROPERTIES AND ASSETS

Answer 12

2/3 of OCS OR 2/3 of MEMBERS

Question 13

SELL, LEASE, EXCHANGE, MORTGAGE, PLEDGE OR DISPOSE OTHER ASSETS

Answer 13

MAJORITY VOTE OF BOD

Question 14

Special Meeting of STHs or members for purpose of removing D/T must be called by secretary. or upon written demand of STHs representing

Answer 14

Atleast majority of OCS

Question 15

RETENTION OF CORPORATE TERM

Answer 15

M of SHs/Members

Question 16

AMENDMENT OF AOI OF ORDINARY CORP

Answer 16

M+2/3

Question 17

AMENDMENT OF AOI OF CLOSE CORP SEEKING TO DELETE OR REMOVE ANY PROVISION REQUIRED UNDER THE RCC OR TO REDUCE A QUORUM OR VOTING REQUIREMENT STATED IN THE AOI

Answer 17

2/3 or greater if provided in AOI

Question 18

SALE OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS

Answer 18

M+ 2/3
*not required in non stock where members have no voting rights

Question 19

INVESTMENT OF CORPORATE FUNDS IN ANOTHER CORPORATION OR BUSINESS OR FOR ANY OTHER PURPOSE

Answer 19

M+2/3

Question 20

MERGER OR CONSOLIDATION

Answer 20

M+2/3

Question 21

INCREASE OR DECREASE CS

Answer 21

M+2/3

Question 22

INCUR, CREATE OR INCREASE BONDED INDEBTEDNESS

Answer 22

M+2/3

Question 23

VOLUNTARY DISSOLUTION WHERE NO CREDITORS ARE AFFECTED

Answer 23

M+M

*old is M+2/3

Question 24

VOLUNTARY DISSOLUTION WHERE CREDITORS ARE AFFECTED

Answer 24

M+2/3

Question 25

DECLARE STOCK DIVIDENDS

Answer 25

M+2/3

Question 26

AMENDMENT TO THE PLAN OF MERGER OR CONSOLIDATION

Answer 26

M+2/3

Question 27

DENY PRE-EMPTIVE RIGHT

Answer 27

M+2/3 in Case of GF issuance of shares in exchange for property needed for corporate purposes or in payment of a previously contracted debt

Question 28

ADOPTION OF BY LAWS

Answer 28

MAJORITY OF MEMBERS IF FILED PRIOR TO INCORPORATION: ALL INCORPORATORS

Question 29

AMENDMENT OF BY-LAWS

Answer 29

M+M

Question 30

DELEGATION TO THE BOARD OF THE POWER TO AMEND, REPEAL, OR ADOPT A NEW BY-LAWS

Answer 30

2/3 of Members or STHs

Question 31

REVOCATION OF THE POWER TO AMEND, REPEAL OR ADOPT A NEW BY-LAWS DELEGATED TO THE BOARD

Answer 31

MAJORITY OF MEMBERS OR STHs

Question 32

ENTER INTO MANAGEMENT CONTRACT

Answer 32

M+M or M+2/3 if STH/s representing the same interest of both the managing and the managed corporations own or control more than 1/3 of the capital stock in the managing corporation if a majority of the members of the BOD of managing corpo also constitute a majority of the members of the BOD of managed corporation.

Question 33

ACQUIRE OWN SHARES

Answer 33

MAJORITY OF BOD

Question 34

ALLOW STHs to Vote or members to vote through remote communication

Answer 34

MAJORITY OF BOD

Question 35

ELECTION OF OFFICERS

Answer 35

MAJORITY OF BOD

Question 36

REMOVAL OF DIRECTORS OR TRUSTEES

Answer 36

2/3 of MEMBERS

Question 37

FILING A VACANCY IN THE OFFICE OF DIRECTOR AND TRUSTEE IN CASE OF EMERGENCY

Answer 37

UNANIMOUS OF THE REMAINING BOD

Question 38

GRANT OF COMPENSATION TO D/T

Answer 38

MAJORITY OF MEMBERS

Question 39

DELEGATION OF POWERS TO THE EXCOM

Answer 39

MAJORITY OF BOD

Question 40

CREATE SPECIAL COMMITTEES OF TEMPORARY OR PERMANENT NATURE AND DETERMINE THE MEMBERS TERM, COMPOSITION, COMPENSATION, POWERS AND RESPONSIBILITIES

Answer 40

MAJORITY OF BOD

Question 41

VALIDITY OF CONTRACTS BETWEEN CORPO HAVING AN INTERLOCKING DIRECTOR WHICH HAS SUBSTANTIAL INTEREST IN THE FORMER AND NOMINAL INTEREST IN THE LATTER

Answer 41

MAJORITY OF BOD- nominal corp and if corp is vested with public interest + 2/3 of entire board with atleast majority of ID

Question 42

RATIFICATION OF VOIDABLE CONTRACTS BETWEEN CORPORATIONS HAVING AN INTERLOCKING DIRECTOR WHICH HAS SUBSTANTIAL INTEREST IN THE FORMER AND NOMINAL INTEREST IN THE LATTER

Answer 42

2/3 of MEMBERS/STHs for NOMINAL CORP

Question 43

RATIFICATION OF A DIRECTORS ACT OF DISLOYALTY

Answer 43

2/3 of MEMBERS/STHs

Question 44

FIX THE ISSUED PRICE OF NO-PAR VALUE SHARES, IF NOT FIXED IN THE AOI

Answer 44

MAJORITY OF BOD———IF AUTHORITY IS CONFERRED IN AOI OR BY-LAWS MAJORITY OF MEMBERS/STHs——- IF NO AUTHORITY IS GIVEN TO THE BOARD

Question 45

DECLARE DUE AND PAYABLE ANY UNPAID SUBSCRIPTION

Answer 45

MAJORITY OF BOD

Question 46

ORDER THE SALE OF DELIQUENT STOCK

Answer 46

MAJORITY OF BOD

Question 47

DISTRIBUTION OF ASSETS OF A DISSOLVED NON STOCK CORPO

Answer 47

M+2/3

Question 48

INCORPORATION FOR THE ADMINISTRATION OF TEMPORALITIES, MANAGEMENT OF AFFAIRS, PROPERTIES, OR ESTATE OF ANY RELIGIOUS SOCIETY

Answer 48

2/3 of MEMBERS/STHs