Sheet1Express Powers of the CorporationRequisitesVote RequiredDocumentOther1Power to Extend/Shorten Corporate TermMajority vote of BOD(in quorom)Amended AOI2/3 of OCS(in meeting)2Increase/Decrease Capital StockMajority vote of BOD(in quorom)Certificate from BOD and countersigned by chairman of StockholdersDoes not violate Trust Fund Doctrine2/3 of OCS(in meeting)Treasure Sworn Statement (25% subscribed and paid)Amended AOI3Power to incur, create or increase bonded indebtednessMajority vote of BOD(in quorom)Certificate from BOD and countersigned by chairman of Stockholders2/3 of OCS(in meeting)Approval of SEC (Amendment?)Bonds should be SEC Registered4Deny Pre-emptive Right2/3 of OCSAmended AOI5Sell/ lease, exchange, mortagage, pledge, or otherwiseMajority vote of BOD(in quorom)dispose of all or substantially all of corporate property2/3 of OCS(in meeting)including goodwill* Majority vote of BOD is sufficeint if it's in the regular course of businessor proceeds are appropriated for the conduct of the remaining businessof the corporation6Acquire own sharesFor legitimate purpose (see sec. 41,8,104)Must have unrestricted retained earnings to cover the purchase7Invest corporate funds in another corpMajority vote of BOD(in quorom)2/3 of OCS(in meeting)* Majority vote of BOD is sufficeint if it's to accomplish primary purpose8Declare dividendsStock-Majority vote of BOD(in quorom)2/3 of OCS(in meeting)Cash-Majority vote of BOD(in quorom)9Enter into management contractMajority vote of BOD(in quorom)(requirement is both for the managing and managed)Majority of the OSC(in meeting)(should not exceed 5 years with exception see sec. 44)* 2/3 of OSC is required ifa. Interlocking Stockholders( 1/3 of the OSC entitled to vote)b. Interlocking Directors10Ultra-Vires ActsRatification by Stockholders"beyond the powers"Creditors gave consentRights of public or state are NOT involved

Sheet2Vote RequiredDocument1Power to Extend/Shorten Corporate TermMajority vote of BODAmended AOI2Increase/Decrease Capital Stock2/3 of OCS

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