- 22 -
discussed above, and (2) the amendment and restatement of the
1984 restated certificate of incorporation and the Alumax 1984
bylaws and certain other matters, all of which occurred on
November 21, 1986, and all of which related to the 1986 restruc-
turing of Alumax discussed below. The foregoing amendments
and/or restatements of the 1984 restated certificate of incorpo-
ration and the 1984 bylaws were required to be, and were, ap-
proved by the Alumax stockholders voting by class on those
matters.
During the period at issue, the director nonrestricted
matters on which the Alumax board voted pursuant to the director
aggregate voting requirement included: (1) The election of
officers other than the CEO; (2) a total of 28 capital appropria-
tions and asset dispositions ranging from $1,300,000 to
$9,798,000 that totaled $100,196,525 and that represented, by
value, approximately 21 percent of the $469,159,525 of total
capital appropriations and asset dispositions of Alumax during
the period at issue; (3) the authorization of officers to enter
into on behalf of Alumax (a) agreements with banks for commercial
paper programs and/or lines of credit not in excess of $275
million and (b) long-term debt and/or swaps in excess of $100
million; (4) amendments to Alumax' thrift plans and retirement
plans; (5) a $50 million contribution to a subsidiary of Alumax;
and (6) the appointment of independent auditors.
Pursuant to a resolution that was adopted on April 21, 1983,
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