Notes:

MAJORITY OF BOD OR BOT 1. Amendment of AOI (ar)
AND VOTE OR WRITTEN
ASSENT OF SHS
REPRESENTING 2/3 OF OCs
I. APPROVAL OF MAJORITY OF
STOCKHOLDER HOLDING OCS
( 1- 4 )Shall take effect upon
2. Power to extend or shorten approval by the SEC or from the date
corporate term of filing if not acted upon within 6
3. Power to increase or months from the date of filing
decrease capital stock
4. Power to incur create or
increase bonded
indebtedness (5) authorization of the SHS may be
5. S.L.E.M.P.D of all or dispensed with if the same is
substantially all of its necessary in the usual and regular
properties (rendering it course of business of said
incapable to continue its corporation or if the proceeds of the
business or accomplishing sale will be approached in the
the purpose for which it was conduct o
incorporated) (ar) f the remaining business
6. Power to invest corporate
funds in another corporation (6) Investment may either be
or business (ar) connected with its primary or
7. Power to dissolve secondary purposes.
corporation (sec. 118 119) Approval of SHS may be dispensed
8. Merger and consolidation with if the investment is reasonably
(ar) (sec. 16) necessary to accomplish its primary
purpose.
1. fixing of compensation of
directors (sec.48)
2. Adoption of bylaws (sec. 46)
3. Election of directors and
trustees (sec 24)
4. Fixing the issued price of no
par value shares (sec. 62)
5. Filling up vacancies in the
board (sec. 29)

MAJORITY VOTE OF BOT OR 1. Adoption of bylaws (sec. 46)

BOT
And VOTE of SHAREHOLDERS
REPRESENTING THE
MAJORITY OF THE OWNERS
OF OCS
- In adoption of bylaws,
affirmative vote of shs
representing majority of OCS.
Copy thereof shall be
certified by majority of
BOD/BOT and countersigned
by the secretary and
attached to the AOI

2. amendment of bylaws
 either by SHS and board
or Board alone
SHS and Board: majority and majority

Board alone : if delegated by the SHS

representing 2/3 of OCS
 1. delegate to the board the
VOTE OF SHS REPRESENTING power to amend the bylaws
2/3 OF THE OCS  revoked when majority
of the SHS representing
OCS shall so vote at a
special or regular
meeting

2. power to declare stock

dividends (2) Declaration of dividend: cash,
property or stock. Out of its URE.
Delinquent SH:
 CD will be applied first to
unpaid balance
 SD will be withheld until
his unpaid subscription is
fully paid.
Corporation is prohibited from
retaining surplus profits in excess of
100% of their paid up capital.
EXCEPT, definite corporate
expansion, prohibited under a loan
agreement and in special
circumstances

RESOLUTION FROM THE BOARD

AND 1. power to enter into
a. MAJORITY OF SHS; management contract (5 yrs)

BOTH of the managing and managed

corporation
IF:
b. 2/3 OF SHS  A stockholder/s of both
the managing and
managed corporation
representing the same
interest, own or control
atleast 1/3 of the total
OCS entitled to vote of
the managing
corporation; or
 Majority of members of
board of the managing
corporation also
constitute the board of
the managed corporation