Article Eighth (amendment of the bylaws and payment of dividends, respectively) and Article Tenth (amendment of the articles of incorporation) may not be amended except upon approval of the affirmative vote of the holders of seventy-five percent (75%) of the issued and outstanding shares of capital stock entitled to vote. All other articles may be amended or repealed pursuant to the applicable provisions of the Maryland General Corporation Law, and William Penn shareholders are not entitled to propose any amendments thereto. Amendment of Bylaws. Mid Penn. Mid Penn’s bylaws may be amended or repealed, in whole or in part, by the holders of 80% of the outstanding shares of Mid Penn common stock at any regular or special meeting duly convened after notice to the shareholders of that purpose, or by a majority vote of the members of the board of directors at any regular or special meeting. William Penn. William Penn’s bylaws may be amended or repealed by the affirmative vote of the holders of at least seventy-five percent (75%) of the voting stock, or by the affirmative vote of a majority of directors then in office. 124
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