Voting for Directors; Cumulative Voting

(a)Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

(b)Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.

(c)A statement included in the articles of incorporation that shareholders are entitled to cumulate their votes for directors (or words of similar import) means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates. COL372014 CH. 28 GUAM BUSINESS CORPORATION ACT