2/3

a) amendment of articles of incorporation – vote (or written assent) of at least 2/3 of

outstanding capital stock (Corporation Code, sec. 16);

(b) removal of directors – vote of stockholders holding or representing 2/3 of the outstanding
capital stock (Corporation Code, sec. 28);

(c) ratifying a contract of a director/officer with the corporation – vote of stockholders

representing at least 2/3 of the outstanding capital stock (Corporation Code, sec. 32);

(d) extending or shortening the corporate term – vote of stockholders representing at least
2/3 of the outstanding capital stock (Corporation Code, sec. 37);

(e) increase or decrease of the capital stock – vote of stockholders representing at least 2/3 of
the outstanding capital stock (Corporation Code, sec. 38);

(f) incurring, creating or increasing bonded indebtedness – vote of stockholders

representing at least 2/3 of the outstanding capital stock (Corporation Code, sec. 38);

(g) sale, lease, exchange, mortgage, pledge of all or substantially all the corporate assets –
vote of stockholders representing at least 2/3 of the outstanding capital stock (Corporation Code, sec.
40);

(h) investment of corporate funds in another corporation or for any purpose other than
the primary purpose for which the corporation was organized – vote of stockholders
representing at least 2/3 of the outstanding capital stock (Corporation Code, sec. 42);

(i) issuance of stock dividends – vote of stockholders representing at least 2/3 of the
outstanding capital stock (Corporation Code, sec. 43);

(j). delegation to board of the power to amend or repeal the by-laws or adopt new by-laws
– vote of stockholders representing at least 2/3 of the outstanding capital stock (Corporation Code,
sec. 48);

(k) approval or amendment of a plan of merger or consolidation – vote of stockholders

representing at least 2/3 of the outstanding capital stock (Corporation Code, sec. 77);

(l) dissolution of a corporation – vote of stockholders representing at least 2/3 of the

outstanding capital stock (Corporation Code, sec. 77);

(m) adoption of plan of distribution of assets of a non-stock corporation -vote of 2/3 of

members having voting rights (Corporation Code, sec. 95).
 Majority

(a) election of directors – vote of stockholders representing at least a majority of the

outstanding capital stock (Corporation Code, sec. 24);

(b) execution of management contracts – vote of stockholders representing at least a majority

of the outstanding capital stock (Corporation Code, sec. 44);

(c) adoption of by-laws – vote of stockholders representing at least a majority of the

outstanding capital stock (Corporation Code, sec. 46);

(d) amendment or repeal of by-laws – vote of stockholders representing at least a majority of

the outstanding capital stock (Corporation Code, sec. 48);

(e) revocation of the power given to the board to amend or repeal the by-laws or to adopt
new by-laws – vote of stockholders representing at least a majority of the outstanding capital stock
(Corporation Code, sec. 48);

(f) fixing issue price of no par value shares – a majority of the quorum of the board of
directors if authorized by the articles of incorporation, or in the absence of such authority, by a
majority of the outstanding capital stock (Corporation Code, sec. 62);