Common use of Voting at Meetings Clause in Contracts

Voting at Meetings. 28. (1) Each Member who is the owner of an “A” share shall have at any Meeting of the Company one vote for each ten thousand dollars ($10,000) paid for the share or shares of “A” stock held by it, together with an additional vote in respect of each full ten thousand dollars ($10,000) charged to it of Cumulative Allocable Premium as defined in Exhibit E the Agreement; provided, however, that no Member will be allowed votes, including, at the discretion of the Board of Directors, votes attributed to such “Member” under the attribution rules of Section 958 of the United States Internal Revenue Code, which represent more than nine and a half percent (9.5%) of the total voting power. This limitation shall apply only so long as there are more than eleven (11) Members owning “A” shares. The number of votes of each Member with more than nine and a half percent (9.5%) of the total votes, computed without reference to the nine and a half percent (9.5%) limitation, shall be reduced by the number of votes necessary to cause the remaining number of votes of each such Member to be not more than nine and a half percent (9.5%) of the number of total votes after giving effect to such reductions. In the event such reductions of the total number of votes cause the number of votes of any Member to become more than nine and a half percent (9.5%) of the reduced total, the formula shall be reapplied to eliminate votes of those Members in order to reduce the votes of those Members to not more than nine and a half percent (9.5%) of the total number of votes after the further reduction. The following formula shall be used to determine the remaining voting percentage for each Member for whom a reduction in votes is necessary: R = Factor used to compute vote reduction. ED = Sum of the differences between nine and a half percent (9.5%) and the voting percentage of each Member whose original voting percentage is more than nine and a half percent (9.5%) minus the sum of the differences between nine and a half percent (9.5%) and the original voting percentages of those Members whose voting percentages would have become more than nine and a half percent (9.5%) after application of the formula only to those originally over nine and a half percent (9.5%). EP = Sum of the voting percentages of those Members with more than nine and a half percent (9.5%) of the total votes originally plus the voting percentages of those Members who would be over nine and a half percent (9.5%) after the initial application of the formula only to those originally over nine and a half percent (9.5%). R = 9.5 1 + ED 100 – EP When R has been determined for each such Member, R shall be subtracted from its original percentage, determined without regard to the nine and a half percent (9.5%) limitation. The resulting percentage difference for each such Member shall be multiplied by the total votes of all Members determined without regard to the nine and a half percent (9.5%) limitation. The product rounded up to the nearest whole vote shall be the vote reduction for each such Member. In those circumstances where the application of attribution rules under Section 958 of the United States Internal Revenue Code is applicable, the application thereof and the allocation of votes so as to ensure that the limitation of voting power shall not exceed the nine and a half percent (9.5%) limitation on voting power set forth herein shall be made by the Board of Directors in its discretion. Notwithstanding the foregoing, the voting power of a Member shall not, without its consent, be reduced as a result of the application of the attribution rules of Section 958 of the United States Internal Revenue Code unless Subpart F income under the United States Internal Revenue Code from the Company would, in the absence of such application, be allocable to such Member.

Voting at Meetings. 28. (1) Each Member who is the owner of an “A” share shall have at any Meeting of the Company one vote for each ten thousand dollars ($10,000) paid for the share or shares of “A” stock held by it, together with an additional vote in respect of each full ten thousand dollars ($10,000) charged to it of Cumulative Allocable Premium as defined in Exhibit E the Agreement; provided, however, that no Member will be allowed votes, including, at the discretion of the Board of Directors, votes attributed to such “Member” under the attribution rules of Section 958 of the United States Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code, which represent more than nine and a half percent (9.5%) of the total voting power. This limitation shall apply only so long as there are more than eleven (11) Members owning “A” shares. The number of votes of each Member with more than nine and a half percent (9.5%) of the total votes, computed without reference to the nine and a half percent (9.5%) limitation, shall be reduced by the number of votes necessary to cause the remaining number of votes of each such Member to be not more than nine and a half percent (9.5%) of the number of total votes after giving effect to such reductions. In the event such reductions of the total number of votes cause the number of votes of any Member to become more than nine and a half percent (9.5%) of the reduced total, the formula shall be reapplied to eliminate votes of those Members in order to reduce the votes of those Members to not more than nine and a half percent (9.5%) of the total number of votes after the further reduction. The following formula shall be used to determine the remaining voting percentage for each Member for whom a reduction in votes is necessary: R = Factor used to compute vote reduction. ED = Sum of the differences between nine and a half percent (9.5%) and the voting percentage of each Member whose original voting percentage is more than nine and a half percent (9.5%) minus the sum of the differences between nine and a half percent (9.5%) and the original voting percentages of those Members whose voting percentages would have become more than nine and a half percent (9.5%) after application of the formula only to those originally over nine and a half percent (9.5%). EP = Sum of the voting percentages of those Members with more than nine and a half percent (9.5%) of the total votes originally plus the voting percentages of those Members who would be over nine and a half percent (9.5%) after the initial application of the formula only to those originally over nine and a half percent (9.5%). R = 9.5 1 + ED 100 – EP When R has been determined for each such Member, R shall be subtracted from its original percentage, determined without regard to the nine and a half percent (9.5%) limitation. The resulting percentage difference for each such Member shall be multiplied by the total votes of all Members determined without regard to the nine and a half percent (9.5%) limitation. The product rounded up to the nearest whole vote shall be the vote reduction for each such Member. In those circumstances where the application of attribution rules under Section 958 of the United States Internal Revenue Code is applicable, the application thereof and the allocation of votes so as to ensure that the limitation of voting power shall not exceed the nine and a half percent (9.5%) limitation on voting power set forth herein shall be made by the Board of Directors in its discretion. Notwithstanding the foregoing, the voting power of a Member shall not, without its consent, be reduced as a result of the application of the attribution rules of Section 958 of the United States Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code unless Subpart F income under the United States Internal Revenue Code from the Company would, in the absence of such application, be allocable to such Member.