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The 1990 Recapitalization
On May 25, 1990, all of the shareholders of HBC
adopted a resolution amending HBC's articles of
incorporation to allow the corporation to have outstanding
a maximum of 2,500 shares of stock, consisting of 1,500
shares of class A voting common stock and 1,000 shares of
class B nonvoting common stock. The resolution states as
follows:
FOURTH: the maximum number of shares which the
Corporation is authorized to have outstanding
is twenty-five hundred (2500) consisting of 1500
Class A voting common shares having a par value
of $100.00 each and 1000 Class B non-voting
common shares having a par value of $100.00 each.
Each class of shares shall be identical in all
respects, except that the Class B non-voting
shares shall carry no right to vote for the
election of directors of the Corporation, and
no right to vote on any matter presented to the
shareholders for their vote or approval except
where otherwise provided by law.
On the same day, the decedent and Mr. Sander, acting as
president and secretary, respectively, of HBC, executed a
certificate of amendment to HBC's articles of
incorporation.
On May 25, 1990, the directors of HBC also adopted
the following resolutions:
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Last modified: May 25, 2011