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meeting by less than unanimous written consent shall be
given to those stockholders who have not consented in
writing.
* * * * * * *
ARTICLE 3
DIRECTORS
* * * * * * *
SECTION 3.03. Quorum and Manner of Acting.
Unless the certificate of incorporation or these bylaws
require a different number, a majority of the total
number of directors shall constitute a quorum for the
transaction of business, and the affirmative vote of a
majority of the directors present at [a] meeting at
which a quorum is present shall be the act of the Board
of Directors. * * *
As of the time of trial of this case, MB Parent’s bylaws had
never been amended.
On April 27, 1998, REBV and REUS organized CBM MergerSub
Corp. (MergerSub) by filing a certificate of incorporation with
the secretary of state of the State of New York.
P. Adoption of the Merger Agreement
On April 26, 1998, a document entitled “Agreement and Plan
of Merger”, prepared by GD&C, was presented to representatives of
Times Mirror, TMD, Bender, REUS, REBV, MB Parent, and CBM
Acquisition Corp. The Agreement and Plan of Merger set forth the
terms and details of the Bender transaction. On that same date,
the boards of directors of TMD, Bender, REUS, REBV, and MB Parent
adopted resolutions that approved each of those corporation’s
engaging in the Bender transaction.
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