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(2) the class B common stock had the right by affirmative vote of
a majority of the outstanding shares of that stock to elect,
remove with or without cause, accept resignations of, and fill
vacancies in the offices of the remaining half of those voting
members; and (3) both classes of Alumax common stock had the
right by affirmative vote of a majority of the outstanding shares
of each such class of stock to elect, remove with or without
cause, accept resignations of, and fill vacancies in the offices
of any of the nonvoting members of the board and to increase or
decrease the number of those Alumax board members.
In exercising the Alumax board corporate powers,
(1) each voting member of the Alumax board had one vote;
(2) a majority of the five voting members of the Alumax
board who were elected by the class A common stock and a majority
of the five voting members of that board who were elected by the
class B common stock were necessary to constitute a quorum for
transacting business at any meeting of that board; and
(3) any action by the Alumax board required an affirmative
vote of a majority of each of the five voting members of that
board who were elected by the class A common stock and a majority
of the five voting members of that board who were elected by the
class B common stock, who were present and voting.
Amendments to the 1974 Restated
Certificate of Incorporation and
the 1974 Stockholders Agreement
On April 29, 1974, the 1974 restated certificate of incor-
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