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affirmative vote of a majority of the outstanding shares of each
such class. The affirmative action of a majority of the out-
standing shares of each class of Alumax common stock was required
(1) to amend, modify, or repeal the 1974 restated certificate of
incorporation and (2) to amend or repeal the Alumax bylaws.
The 1974 stockholders agreement provided that Alumax was to
pay dividends on or with respect to its stock at such times and
in such amounts as its board of directors (Alumax board) deter-
mined was appropriate in light of its earnings, cash flow, and
capital requirements. Each share of each class of Alumax common
stock participated equally in all dividends and other distribu-
tions on or with respect to such stock, including distributions
in liquidation or dissolution and dividends or other distribu-
tions as may have been duly declared by the Alumax board.
The Alumax board, which consisted of 10 voting and 2 nonvot-
ing members, exercised all corporate powers (Alumax board corpo-
rate powers) unless otherwise expressly provided by law, the 1974
restated certificate of incorporation, and/or the Alumax bylaws.
Except as not pertinent here, the class A common stock and the
class B common stock had the following voting rights with respect
to the Alumax board membership: (1) The class A common stock had
the right by affirmative vote of a majority of the outstanding
shares of that stock entitled to vote to elect, remove with or
without cause, accept resignations of, and fill vacancies in the
offices of one-half of the voting members of the Alumax board;
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Last modified: May 25, 2011