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House Journal: Page 866: Tuesday, March 19, 2002

23 4. For purposes of subsection 1, paragraph "b", a
24 conflict of interest transaction is authorized,
25 approved, or ratified if it receives the vote of a
26 majority of the shares entitled to be counted under
27 this subsection. Shares owned by or voted under the
28 control of a director who has a direct or indirect
29 interest in the transaction, and shares owned by or
30 voted under the control of an entity described in
31 subsection 2, paragraph "a", shall not be counted in a
32 vote of shareholders to determine whether to
33 authorize, approve, or ratify a conflict of interest
34 transaction under subsection 1, paragraph "b". The
35 vote of those shares, however, is counted in
36 determining whether the transaction is approved under
37 other sections of this chapter. A majority of the
38 shares, whether or not present, that are entitled to
39 be counted in a vote on the transaction under this
40 subsection constitutes a quorum for the purpose of
41 taking action under this section."
42 10. Page 29, line 17, by striking the word "in"
43 and inserting the following: "as to".
44 11. Page 30, line 20, by striking the words "of
45 the" and inserting the following: "or the".
46 12. Page 30, line 21, by striking the word "of"
47 and inserting the following: "or".
48 13. Page 32, by striking line 29, and inserting
49 the following: "was in the corporation's best
50 interests of the corporation."

Page 3

1 14. Page 32, by striking line 31, and inserting
2 the following: "at least not opposed to the
3 corporation's best interests of the corporation."
4 15. Page 35, lines 6 and 7, by striking the words
5 "Authorizations of payments" and inserting the
6 following: "of payments Authorizations".
7 16. By striking page 41, line 25, through page
8 47, line 11.
9 17. Page 48, line 14, by striking the word
10 "conflict" and inserting the following: "conflict
11 conflicts".
12 18. Page 49, line 31, by striking the word "that"
13 and inserting the following: "that the".
14 19. Page 56, line 13, by striking the word
15 "another" and inserting the following: "an other".
16 20. Page 56, line 19, by striking the word
17 "another" and inserting the following: "an other".
18 21. Page 56, line 31, by striking the word
19 "another" and inserting the following: "an other".
20 22. Page 57, line 30, by striking the word
21 "securities" and inserting the following:


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