California Financial Code Section 123

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"Approved by (or approval of) the outstanding shares" has the
meaning set forth in Section 152 of the Corporations Code and shall
include approval by the affirmative vote of a majority of the
outstanding shares of each class or series entitled, by any provision
of the articles, of this division, or of Division 1 (commencing with
Section 100), Title 1 of the Corporations Code, to vote as a class
or series on the subject matter being voted upon, and shall also
include approval by 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, by this
division, or by Division 1 (commencing with Section 100), Title 1 of
the Corporations Code.

Last modified: July 31, 2008