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At that meeting, the Alumax board, which consisted of 12 voting
members, one-half of whom were elected by the class A common
stock and one-half of whom were elected by the class B common
stock, voted by class on the following 11 matters: (1) The
election of new officers; (2) three capital appropriations for
the expansion of two different facilities and the construction of
a plant in amounts not in excess of $15,864,000, $2,413,000, and
$250,686,000, respectively, that totaled $268,963,000 and that
represented, by value, approximately 57 percent of the
$469,159,525 of total capital appropriations and asset disposi-
tions of Alumax during the period at issue; (3) the Alumax 5-year
forecast for 1984 through 1988; (4) the Alumax capital expendi-
ture plan for that 5-year period; (5) the Alumax 1984 profit
plan; (6) the Alumax 1984 capital expenditure proposal; (7) the
declaration of dividends; and (8) two matters relating to em-
ployee compensation plans.
On March 8, 1984, which also was prior to the date on which
the 1984 restated certificate of incorporation was filed with the
Delaware Secretary of State and was one of the occasions on which
the Alumax board acted by unanimous consent either in lieu of a
board meeting or at a special board meeting, the Alumax board, as
it was structured prior to the 1984 restructuring, voted by class
on certain matters relating to that restructuring (e.g., the
amendment and restatement in the 1984 restated certificate of
incorporation of the 1974 restated certificate of incorporation,
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