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California Corporations Code Section 153

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"Approved by (or approval of) the shareholders" means approved
or ratified by the affirmative vote of a majority of the shares
represented and voting at a duly held meeting at which a quorum is
present (which shares voting affirmatively also constitute at least a
majority of the required quorum) or by the written consent of
shareholders (Section 603) or by the affirmative vote or written
consent of such greater proportion (including all) of the shares of
any class or series as may be provided in the articles or in this
division for all or any specified shareholder action.

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Last modified: January 12, 2009