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Business Corporations (Amendment) Act 2010

NITIJELA OF THE REPUBLIC OF THE MARSHALL ISLANDS

31^ST CONSTITUTIONAL REGULAR SESSION, 2010

BILL NO.: 64ND1

P.L. 2010 - 35

BUSINESS CORPORATIONS (AMENDMENT) ACT 2010

AN ACT

to add a new subsection (c) to Section 52 of the Marshall Islands Business Corporations Act, in order to allow for the assignment of director voting power without requiring separate classes of stock.

BE IT ENACTED BY THE NITIJELA OF THE REPUBLIC OF THE MARSHALL ISLANDS:

Section 1. Short Title

This Act may be cited as the Business Corporations (Amendment) Act, 2010.

Section 2. Amendments

(1) Section 52, Subsection (c) of the Marshall Islands Business Corporations Act is amended to read as follows:

§ 52. Classes of Directors.

(a) The articles of incorporation may provide that the directors be divided into two (2) or more classes and that each class of directors serve for such term as specified in the articles of incorporation.

(b) The articles of incorporation may confer upon the holders of any class or series of shares the right to elect one (1) or more directors who shall serve for such term, and have such voting powers as shall be stated in the articles of incorporation. The terms of office and voting powers of the directors elected in the manner so provided in the articles of incorporation may be greater than or less than those of any other director or class of directors. If the articles of incorporation provide that the directors elected by the holders of a class or series of shares shall have more or provide that the directors elected by the holders of a class or series of shares shall have more or less than one (1) vote per director on any matter, every reference in this Act to a majority or other proportion of such directors shall refer to a majority or other proportion of the votes of such directors.

(c) In addition, the articles of incorporation may confer upon one (1) or more directors, whether or not elected separately by the holders of any class or series of stock, voting powers greater than or less than those of other directors.

Section 3. Effective Date

This Act shall take effect in accordance with the Constitution and the Rules of Procedures of the Nitijela.

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