Vote Required

Question 1

Sec. 15
Amendment of AoI

Answer 1

BOD - majority
OCS - 2/3

Question 2

Sec. 23
Election of Directors

Answer 2

OCS - majority

Question 3

Sec. 24
Appointment of Corporate Officers

Answer 3

BOD - majority of total

Question 4

Removal of Corporate Officers

Answer 4

BOD - majority

Question 5

Sec. 27
Removal of Directors/Trustees

Answer 5

OCS - 2/3

Question 6

Sec. 28
Filing Vacancy in the Board

Answer 6

BOD - if the ground is not expiration of term, removal, increase in number of board seats and the remaining directors constitute a quorum - MAJORITY

OCS - if the ground is expiration of term, removal, increase in number of board seats and the remaining directors do not constitute a quorum - majority

Question 7

Sec. 29
Payment of Compensation to Directors

Answer 7

OCS - majority

Question 8

Sec. 34
Appointment of the members of the Executive Committee

Answer 8

BOD - majority

Question 9

Sec. 34
Creation of Special Committee

Answer 9

BOD - majority of quorum

Question 10

Sec. 36
Extension/Shortening of the Term

Answer 10

BOD - majority
OCS - 2/3

Question 11

Sec. 37
Incurring, Creating, or Increasing Bonded Indebtedness;
Increasing or Decreasing Capital Stock

Answer 11

BOD - majority
OCS - 2/3

Question 12

Incurring Debt in the Ordinary Course of Business

Answer 12

BOD - majority of quorum

Question 13

Sec. 39
Sale or other Disposition of Assets
in the ordinary course of business

Answer 13

BOD - majority of quorum

Question 14

Sec. 39
Sale or other Disposition of Assets
all or substantially all of corporate assets

Answer 14

BOD - majority
OCS - 2/3

Question 15

Sec. 41
Invest Funds in the Primary Purpose

Answer 15

BOD - majority of quorum

Question 16

Invest Funds to Incidental Purpose for which Corporation is Created

Answer 16

BOD - majority of quorum

Question 17

Invest Funds to Secondary Purpose or another business

Answer 17

BOD - majority
OCS - 2/3

Question 18

Sec. 42
Declaration of Cash Dividends

Answer 18

BOD - majority of quorum

Question 19

Sec. 42
Declaration of Stock Dividends

Answer 19

BOD - majority of quorum
OCS - 2/3

Question 20

Sec. 43
Enter into Management Contract

Answer 20

BOD - majority of quorum for managed and managing corporation

OCS - majority for managed and managing corporation
- 2/3 from managed corporation in case of interlocking directors and stockholders

Question 21

Sec. 45
Adoption of By- laws
pre-incorporation

Answer 21

signed and approved by all incorporators

Question 22

Sec. 46
Amendment of By-laws

Answer 22

BOD - majority
OCS - majority

Question 23

Sec. 46
Amendment of By-laws
delegated by 2/3 of OCS

Answer 23

BOD - majority

Question 24

Sec. 46
Amendment of By-laws
revocation of delegation made by 2/3 of OCS

Answer 24

OCS - majority

Question 25

Sec. 61 Fixing the Issue Value of No Par Value Shares (if not fixed in the AoI)

Answer 25

BOD - majority of quorum (pursuant to authority conferred by AoI or BL **OR** OCS - majority

Question 26

Sec. 75 Merger or Consolidation

Answer 26

BOD - majority OCS - 2/3

Question 27

Sec. 102 Amendment of AoI of Close Corporation

Answer 27

BOD - majority OCS - 2/3

Question 28

Sec. 134 Voluntary Dissolution Where No Creditors are Affected

Answer 28

BOD - majority OCS - majority

Question 29

Sec. 135 Voluntary Dissolution where Creditors are Affected

Answer 29

BOD - majority OCS - 2/3

Question 30

Sec. 45 Adoption of By- laws after incorporation

Answer 30

OCS - majority