Bylaw Increasing Quorum or Voting Requirement for

Directors.

(a)A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:

(1)if adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides;

(2)if adopted by the board of directors, either by the shareholders or by the board of directors.

(b)A bylaw adopted or amended by the shareholders that increases a quorum or voting requirement for the board of directors may provide that it can be amended or repealed only by a specified vote of either the shareholders or the board of directors.

(c)Action by the board of directors under subsection

(a)to amend or repeal a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. ---------- COL372014 CH. 28 GUAM BUSINESS CORPORATION ACT ARTICLE 11 MERGERS AND SHARE EXCHANGES