Twin Butte Energy Ltd TBTEF

MAJORITY VOTING REQUIREMENT

[murrarms]

I'm thinking that if the TBE director vote was withheld a precedence will be set . I can not find a case of the entire board being withheld. MAJORITY VOTING REQUIREMENT The Amendments provide that each director of a TSX-listed issuer must be elected by a majority (50% + one vote) of the votes cast (i.e., more votes for than votes withheld) with respect to his or her election, other than at contested meetings (i.e., meetings at which the number of directors nominated for election is greater than the number of seats available on the board). Unless a TSX-listed issuer otherwise satisfies the Majority Voting Requirement in a manner acceptable to the TSX (e.g., if there is a majority voting requirement prescribed by applicable law or mandated by the issuers constating documents), it will be required to adopt a majority voting policy that substantially provides for the following: any director must immediately tender his or her resignation to the board of directors if he or she is not elected by at least a majority of the votes cast with respect to his or her election (since a majority voting policy will not override Canadian corporate law which provides that a director is validly elected in an uncontested election if he or she has any votes for as, under corporate and securities law, votes can only be withheld, not voted against); the board must determine whether or not to accept the resignation within 90 days and the board must accept the resignation absent exceptional circumstances; the resignation will be effective when accepted by the board; a director who tenders a resignation must not participate in any meeting of the board or any subcommittee of the board at which the resignation is considered; and the listed issuer must promptly issue a news release announcing the boards decision and, if the board determines not to accept the resignation, the news release must fully state the reasons for that decision. The TSX elected not to clarify what, in its view, would constitute exceptional circumstances that would permit a board to reject a resignation, stating that it believes that the board of an issuer, in exercising its fiduciary duty, should retain the latitude to determine whether exceptional circumstances exist in each case.