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Qualification 70. (1) Every registered shareholder as of the record date and
of voters every holder of bearer shares who, as of the record date,
has qualified for voting, shall be entitled at every meeting
of shareholders to one vote for every share standing in his
name, unless otherwise provided in the articles of
incorporation.
(2) Treasury shares are not shares entitled to vote or to be
counted in determining the total number of outstanding
shares.
(3) Shares of a parent corporation held by a subsidiary
corporation are not shares entitled to vote or to be counted
in determining the total number of outstanding shares.
(4) Shares held by an administrator, executor, guardian,
conservator, committee, or other fiduciary, except a trustee,
may be voted by him, either in person or by proxy, without
transfer of such shares into his name. Shares held by a
trustee may be voted by him, either in person or by proxy,
only after the shares have been transferred into his name as
trustee or into the name of his nominee.
(5) Shares by or under the control of a receiver may be
voted by him without the transfer thereof into his name if
authority so to do is contained in an order of the court by
which such receiver was appointed.
(6) A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been
transferred into the name of the pledgee, or a nominee of
the pledgee.
(7) Unless otherwise provided in, and subject to, a written
agreement or the bylaws or articles of incorporation, a
bearer shareholder whose shares are pledged shall be
entitled to vote such shares until they are delivered to the
pledgee, or a nominee of the pledgee.
(8) Shares in the name of another corporation of any type
or kind may be voted by such officer, agent or proxy as the
bylaws of such other corporation may provide, or, in the
absence of such provision, as the board of such other
corporation may determine
(9) The articles of incorporation may provide, except as
limited by section 31 of Part V, either absolutely or
conditionally, that the holder of any designated class or
series of shares shall not be entitled to vote, or it may
otherwise limit or define the respective voting powers of
the several classes or series of shares, and, except as
otherwise provided in this Ordinance, such provisions of
such articles shall prevail, according to their tenor in all
elections and in all proceedings, over the provisions of this
Ordinance which authorize any action by the shareholders.

 

 

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