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Corporate Acts that Require vote or written assent of the stockholders representing atleast two-thirds (2/3) of the outstanding capital stock

1. Section 16: AmendmentofArticlesofIncorporation2. Section 28: Removalofdirector3.

Section 32: Approvalofcontractofthecorporation withoneofitsdirectors

Sec. 32. Dealingsofdirectors,trusteesor officers withthecorporation. - A contractofthecorporation withoneor moreof

itsdirectorsor trusteesor officers isvoidable, attheoptionofsuchcorporation, unless allthefollowingconditions are

present:

1. That the presence of such director or trustee in the board meeting in which the contract was approved was not

necessary toconstitute a quorum for such meeting;

2. Thatthevoteofsuchdirector or trustee wasnor necessary for the approvalofthecontract;

3. Thatthecontractisfair and reasonable under thecircumstances; and

4. Thatincaseofanofficer,thecontracthas been previously authorized by the boardofdirectors.

Where any of the first two conditionsset forth in the preceding paragraph is absent, in the caseof a contract with a

director or trustee,suchcontract may be ratified by thevoteofthestockholders representing atleasttwo-thirds (2/3) of

theoutstandingcapitalstockor ofatleasttwo-thirds (2/3) ofthe membersin a meetingcalledfor the purpose: Provided,That full disclosure of the adverse interest of the directors or trustees involved is made at such meeting: Provided,

however, Thatthecontractisfair and reasonable under thecircumstances.

4. Section 34: Ratificationofstockholdersofa directorsdisloyal actSec. 34. Disloyalty of a director. - Where a director, by virtueofhisoffice, acquires for himself a businessopportunity

whichshould belongtothecorporation,thereby obtaining profitstothe prejudiceofsuchcorporation,he must accountto

thelatter for allsuch profits by refundingthesame, unlesshis acthas been ratified by a voteofthestockholdersowningor

representing atleasttwo-thirds (2/3) oftheoutstandingcapitalstock. This provisionshall be applicable,notwithstanding

thefactthatthedirector riskedhisownfundsintheventure.

5. Section 35: ExtensionofCorporate TermSec. 37. Power toextendor shortencorporateterm. - A privatecorporation may extendor shorten itsterm asstated in

the articlesof incorporation when approved by a majority voteof the boardofdirectorsor trustees and ratified at a

meeting by thestockholders representing atleasttwo-thirds (2/3) oftheoutstandingcapitalstockor by atleasttwo-thirds

(2/3) ofthe membersincaseofnon-stockcorporations x x x

6. Section 38: Toincrease/decreasecapitalstock OR incur,createor increase bondedindebtednessSec. 38. Power toincreaseor decreasecapitalstock;incur,createor increase bondedindebtedness. - Nocorporationshall

increaseor decreaseitscapitalstockor incur,createor increase any bondedindebtedness unless approved by a majority

vote of the board of directors and, at a stockholder's meeting duly called for the purpose, two-thirds (2/3) of the

outstandingcapitalstockshallfavor theincreaseor diminutionofthecapitalstock,or theincurring,creatingor increasing

ofany bondedindebtedness.

7. Section 39: Power todeny pre-emptive rightSec. 39. Power to deny pre-emptive right. - All stockholders of a stock corporation shall enjoy pre-emptive right to

subscribe to all issuesor dispositionofsharesof any class, in proportionto their respectiveshareholdings, unlesssuch

rightisdenied by the articlesofincorporationor an amendmentthereto: Provided, That such pre-emptive right shall not

extendtosharesto beissuedincompliance withlaws requiringstockofferingsor minimum stockownership by the public;

or to shares to be issued in good faith with the approval of the stockholders representing two-thirds (2/3) of the

outstanding capital stock, in exchange for property needed for corporate purposes or in payment of a previously

contracteddebt.

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8. Section 40: Authorizationofsale,lease,exchange, mortgage, pledgeor dispositionofall/substantially allofcorporationsassets

Sec. 40. Sale or other disposition of assets. - Subject to the provisions of existing laws on illegal combinations and monopolies, a

corporation may, by a majority voteofits boardofdirectorsor trustees,sell, lease, exchange, mortgage, pledgeor otherwise dispose of

all or substantially all of its property and assets,includingitsgoodwill, uponsuchterms andconditions andfor suchconsideration, which

may be money,stocks, bondsor other instrumentsfor the paymentofmoney or other property or consideration, asits boardofdirectors

or trustees may deem expedient, when authorized by the vote of the stockholders representing at least two-thirds (2/3) of theoutstanding capital stock

9. Section 42: Authorizationtoinvestcorporatefundsin another corporationor businessSec. 42. Power to investcorporate funds in another corporationor businessor for any other purpose. - Subject to the

provisions of this Code, a private corporation may invest its funds in any other corporation or business or for any

purpose other than the primary purpose for which it was organized when approved by a majority of the board of

directorsor trustees andratified by the stockholders representing at least two-thirds (2/3) of the outstanding capital

stock x x x

10. Section 43: Declarationofstockdividendsx x x Thatnostockdividendshall be issued without the approvalofstockholders representingnot less thantwo-thirds

(2/3) oftheoutstandingcapitalstock at a regular or special meetingduly calledfor the purpose. (16a)

11. Section 44: Management ContractsSec. 44. Power toenter into managementcontract. - No corporation shall conclude a management contract with another

corporation unless such contract shall have been approved by the board of directors and by stockholders owning at

least the majority of the outstanding capital stock x x x : Provided, That (1) where a stockholder or stockholders

representingthesameinterestofboththe managing andthe managedcorporationsownor control morethanone-third

(1/3) ofthetotaloutstandingcapitalstockentitledtovoteofthe managingcorporation;or (2) where a majority ofthe

membersofthe boardofdirectorsofthe managingcorporation alsoconstitute a majority ofthe membersofthe boardof

directorsof the managed corporation, then the management contract must be approved by the stockholders of the

managed corporation owning at least two-thirds (2/3) of the total outstanding capital stock entitled to vote x x x No

managementcontractshall beenteredintofor a periodlonger thanfive yearsfor any oneterm.

The provisionsofthenext preceding paragraphshall apply to any contract whereby a corporation undertakesto manageor operate all or substantially all of the business of another corporation, whether such contracts are called service

contracts,operating agreementsor otherwise: Provided,however, Thatsuchservicecontractsor operating agreements

which relatetotheexploration,development,exploitationor utilizationofnatural resources may beenteredintofor such

periods as may be provided by the pertinentlawsor regulations. (n)

12. Section 48: Delegationto boardthe power to amend/repeal/adopt by-lawsSec. 48. Amendmentsto by-laws. - The boardofdirectorsor trustees, by a majority votethereof, andtheownersof at

least a majority oftheoutstandingcapitalstock,or at least a majority ofthe membersof a non-stockcorporation, at a

regular or special meetingduly called for the purpose, may amendor repeal any by-laws or adopt new by-laws. The

owners of two-thirds (2/3) of the outstanding capital stock or two-thirds (2/3) of the members in a non-stock

corporation may delegate to the board of directors or trustees the power to amend or repeal any by-laws or adopt new

by-laws Provided, Thatany power delegatedtothe boardofdirectorsor trusteesto amendor repeal any by-lawsor adoptnew by-lawsshall beconsidered asrevoked whenever stockholdersowningor representinga majorityoftheoutstanding

capitalstockor a majority ofthe membersinnon-stockcorporations,shallso vote at a regular or special meeting

13. Section 118 and 119: Voluntary dissolutionSec. 118. Voluntary dissolution wherenocreditors are affected. - Ifdissolutionof a corporationdoesnot prejudice the

rightsofany creditor having a claim againstit,thedissolution may beeffected by majority voteofthe boardofdirectorsor

trustees, and by a resolutionduly adopted by the affirmativevoteofthestockholdersowning atleasttwo-thirds (2/3) of

theoutstandingcapitalstock x x x

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Sec. 119. Voluntary dissolution wherecreditors are affected. - Wherethedissolutionofa corporation may prejudicethe

rightsofany creditor,the petitionfor dissolutionshall befiled withtheSecurities and Exchange Commission. The petition

shall besigned by a majority of its boardofdirectorsor trusteesor other officershavingthe managementofits affairs,

verified by its presidentor secretary or oneofitsdirectorsor trustees, andshallsetforth allclaims anddemands againstit,

andthatitsdissolution was resolved upon by the affirmativevoteofthestockholders representing atleasttwo-thirds (2/3)

oftheoutstandingcapitalstockor by atleasttwo-thirds (2/3) ofthe members at a meetingofitsstockholdersor members

calledfor that purpose.