VOTING RULES UNDER RCC

Majority of the Board of Directors or trustees

1. Filling of vacancy in the Board of Directors or trustees if there is still quorum and cause of vacancy is other than removal, expiration of term and increase in number of directors.(Sec. 28)

2. Delegation of power to executive committee(Sec. 34)

3. Appointment of corporate officers (Sec. 52)

4. Removal of corporate officers

Majority of the quorum of the Board of Directors or trustees

1. Declaration of cash or property dividends (Sec. 42)

2. Transact corporate business(Sec. 52)

3. Appointment of members of the executive committee (Sec.34)

4. Creation of special committees (Sec. 34)

5. Incurring debt in the ordinary course of business

6. Sale or other disposition of assets in the ordinary course of business (Sec. 39)

7. Invest funds in the primary purpose (Sec. 41)

8. Invest funds to incidental purpose for which the corporation is created (Sec. 41)

9. The fixing of issued price of no-par value shares (if not fixed in the articles of incorporation) pursuant to authority conferred by the articles of incorporation or the bylaws, (Sec. 61)-not applicable to nonstock corporations

Majority of Board of Directors or trustees and the vote or written assent of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock/members

1. Amendment of Articles of Incorporation (Sec. 15)

2. Extension or shortening of corporate term (Sec. 36)

3. Increase or decrease of capital stock or incur, create or increase bonded indebtedness- (Sec. 37) Note:doesn't apply to non-stock corporation

4. Sale, lease, exchange, mortgage, pledge, or other disposition of all or substantially all of its properties and assets (Sec. 39)

5. Declaration of stock dividends (Sec. 42)

6. If in case of management contract: a) where a stockholder or stockholders representing the same interest of both the managing and the managed corporations own or control more than one-third (1/3) of the total outstanding capital stock entitled to vote of the managing corporation; or (b) where a majority of the members of the board of directors of the managing corporation also constitute a majority of the members of the board of directors of the managed corporation(Sec. 43)

7.Merger/Consolidation (Sec. 76)

8. Adoption of plan of distribution of assets (Sec. 94)-applicable to non-stock corporations only

9. Voluntary Dissolution Where Creditors are Affected (Sec.135)

10. Investment of Corporate Funds in Another Corporation or Business or for Any Other Purpose (Sec. 41)

Majority of outstanding capital stock/majority of members entitled to vote

1. Vote required for corporations with certificates of incorporation issued prior to effectivity of RCC to retain its specific corporate term pursuant to its articles of incorporation.(Sec. 11)

2. Election of directors or trustees (Sec. 23)

3. Payment of compensation to directors or trustees (Sec. 29)

4. Revocation of the delegation made to the Board of Directors to amend bylaws (Sec. 46)

5. Fixing of the issued price value of no par value shares(if not fixed in the articles of incorporation (If not fixed in the articles of incorporation or by the board of directors) (Sec.61)

Majority of outstanding capital stock/majority of the members.

1. Adoption of bylaws(Sec. 45)

Majority of the board of directors or trustees and majority of the outstanding capital stock or members

1. Amendment or repeal the bylaws or adoption of new bylaws (Sec. 47)

2. Voluntary Dissolution Where No Creditors are Affected(Sec. 134)

Majority of the quorum of Board of Directors of both managed and managing corporation and majority of outstanding capital stock/members entitled to vote of each managed and managing corporation

1. Entering into a management contract with respect to both managing and managed corporation (Sec. 43)

2/3 of outstanding capital stock/members entitled to vote

1. Removal of directors/trustees(Sec. 27)

2. Ratification of contract of corporation with directors, trustees or officers with the corporation where any of the first three conditions in Sec. 31 is absent

3. Ratification of the act of a disloyal director (Sec.33)- doesn't apply to non-stock corporation

4. Delegation to the board of directors or trustees the power to amend or repeal the bylaws or adopt new bylaws(Sec. 47)

5. Issuance of stock dividends(Sec. 42)- doesn't apply to non-stock corporation