KEY amend, 216 certificate of incorporation, 210 registered office, 215 certificate of incumbency, 225 repeal, 216 consideration, 223 securities register, 213 cumulative, 236 share certificate, 213 debt obligations, 235 share subscription, 223 enact, 216 statutory declaration, 239 endorse, 213 REVIEW QUESTIONS 1. Identify whether, in general, a by-law or a resolution would be needed in each of the following situations, assuming that there is no unanimous shareholder agreement regarding the subject. Where the answer is a resolution, identify whether that resolution is to be passed by the shareholders or the directors of the corporation: a. Adopting a corporate seal b. Adopting form of share certificates c. Electing directors d. Issuing shares e. Determining whether there will be a tie- breaking vote if there are two directors and they vote in opposite ways on a matter 246 PART III CREATING AND ORGANIZING A CORPORAT