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and that was in effect during the period at issue, the Alumax
board delegated to the president of Alumax the authority to
approve expenditures, within the approved capital expenditure
budget, in an amount not exceeding an aggregate of $1.5 million
per project, of which amount expenditures for capital assets
could not exceed $1 million and expenditures for working capital
could not exceed $500,000.
In connection with the 1984 restructuring, the Alumax bylaws
were amended. Those amended bylaws (i.e., the 1984 bylaws)
provided in pertinent part:
In the absence of the Chairman of the Board and Vice
Chairman of the Board, the President shall preside at
all meetings of the Board of Directors and of the
stockholders at which he shall be present; he shall be
the chief executive officer and, except as herein
provided, shall have general charge and supervision of
the business of the corporation; and, in general, he
shall perform all duties incident to the office of
president of a corporation, and such other duties as,
from time to time, may be assigned to him by the Board
of Directors or as may be provided by law. At any time
that any share of Class C Common Stock is outstanding,
the President shall serve as a Special Class Director.
Thus, the individual who served as president of Alumax also
served as its CEO (president/CEO).
In connection with the 1984 restructuring, the Mitsui group
was granted certain rights that were expressly set forth in the
1984 stockholders agreement and either expressly set forth in the
1984 restated certificate of incorporation or incorporated into
that certificate by its reference to the 1984 stockholders agree-
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