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Greater 68. (1) The articles of incorporation may contain a provision
requirement as specifying either or both of the following:
to quorum
and vote of
shareholders
(i) That the proportion of shares, or the proportion
of shares of any class or series thereof, the holders
of which shall be present in person or by proxy at
any meeting of shareholders in order to constitute a
quorum for the transaction of any business or of any
specified item.of business, including amendments to
the articles of incorporation, shall be greater than
the proportion prescribed by this Ordinance in the
absence of such provision; and
(ii) That the proportion of votes of the holders of
shares, or of the holders of shares of any class or
series thereof, that shall be necessary at any meeting
of shareholders for the transaction of any business
or of any specified item of business, including
amendments to the articles of incorporation, shall be
greater than the proportion prescribed by this
Ordinance in the absence of such provision.
(2) An amendment of the articles of incorporation which
adds a provision permitted by this section or which changes
or strikes out such a provision, shall be authorized at a
meeting of shareholders by vote of the holders of twothirds
of all outstanding shares entitled to vote thereon, or
of such greater proportion of shares, or class or series of
shares, as may be provided specifically in the articles of
incorporation for adding, changing, or striking out a
provision permitted by this section.
(3) If the articles of incorporation of any corporation
contain a provision authorized by this section, the existence
of such provision shall be noted on the face or back of
every certificate for shares issued by such corporation.

 

 

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