Guam § 28863 - Shareholders’ Action.

§ 28863. Shareholders’ Action.

(a) Shareholders’ action respecting a transaction is effective for

purposes of § 28861(b)(2) if a majority of the votes entitled to be cast by the

holders of all qualified shares were cast in favor of the transaction after

(1) notice to shareholders describing the director’s conflicting

interest transaction,

(2) provision of the information referred to in Subsection (d), and

(3) required disclosure to the shareholders who voted on the

transaction (to the extent the information was not known by them).

(b) For purposes of this Section, “qualified shares” means any shares

entitled to vote with respect to the director’s conflicting interest transaction

except shares that, to the knowledge, before the vote, of the secretary (or

other officer or agent of the corporation authorized to tabulate votes), are

beneficially owned (or the voting of which is controlled) by a director who

has a conflicting interest respecting the transaction or by a related person of

the director, or both.

(c) A majority of the votes entitled to be cast by the holders of all

qualified shares constitutes a quorum for purposes of action that complies

with this Section. Subject to the provisions of Subsections (d) and (e),

shareholders’ action that otherwise complies with this Section is not affected

by the presence of holders, or the voting, of shares that are not qualified

shares.

(d) For purposes of compliance with Subsection (a), a director who

has a conflicting interest respecting the transaction shall, before the

shareholders’ vote, inform the secretary (or other officer or agent of the

corporation authorized to tabulate votes) of the number, and the identity of

persons holding or controlling the vote, of all shares that the director knows

are beneficially owned (or the voting of which is controlled) by the director

or by a related person of the director or both.

COL372014

18 GCA BUSINESS STRUCTURE & FUNCTION

(e) If a shareholders’ vote does not comply with Subsection (a) solely

because of a failure of a director to comply with Subsection (d), and if the

director establishes that his failure did not determine and was not intended

by him to influence the outcome of the vote, the court may, with or without

further proceedings respecting § 28861(b)(3), take such action respecting the

transaction and the director, and give such effect, if any, to the shareholders’

vote, as it considers appropriate in the circumstances.

----------

ARTICLE 9

[RESERVED]

----------

ARTICLE 10

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS