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California Corporations Code Section 152

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"Approved by (or approval of) the outstanding shares" means
approved by the affirmative vote of a majority of the outstanding
shares entitled to vote.  Such approval shall include the affirmative
vote of a majority of the outstanding shares of each class or series
entitled, by any provision of the articles or of this division, to
vote as a class or series on the subject matter being voted upon and
shall also include the affirmative vote of such greater proportion
(including all) of the outstanding shares of any class or series if
such greater proportion is required by the articles or this division.

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Last modified: July 31, 2008