On December 30, Start Corporation's legal record date, Start Corporation had 100 shares of issued and outstanding

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Question:

On December 30, Start Corporation's legal record date, Start Corporation had 100 shares of issued and outstanding common stock. Fifty shares were owned by Amy, 25 shares were owned by Brian, and 25 shares were owned by Carter. Start Corporation also had 50 shares of stock that it previously had issued to, but later repurchased from, Amy.

On January 30, Start Corporation's annual shareholders' meeting was validly held. Before the meeting, Start Corporation's staff prepared a list of shareholders entitled to vote at the meeting and mailed proper notice to them. That notice stated that a proposal requiring shareholder approval would be voted on at the annual shareholders' meeting.

Before the annual shareholders' meeting and in a timely manner, Amy mailed in her duly executed proxy, directing the secretary of Start Corporation to vote her 50 shares in favor of the proposal. However, before the annual shareholders' meeting date, Zach called the secretary of Start Corporation and truthfully told the secretary that Amy's shares belonged to Zach because he had bought the shares from Amy on December 31. Zach then mailed the secretary a duly executed proxy directing the secretary of Start Corporation to vote his 50 shares against the proposal.

Prior to the annual shareholders' meeting, Brian duly executed a proxy in favor of Dell. The proxy stated in its entirety, "I, Brian, hereby grant Dell full authority to vote my 25 shares of Start Corporation at the January 30th annual shareholders' meeting." Dell timely mailed a duly executed proxy directing the secretary of Start Corporation to vote Brian's 25 shares against the proposal. Dell also sent the secretary a copy of the proxy given to Dell by Brian. Brian, however, attended the annual meeting and voted his 25 shares in favor of the proposal.

Carter personally appeared at the annual shareholders' meeting and voted his 25 shares against the proposal.

Start Corporation's president attended the annual meeting and, on behalf of Start Corporation, voted the 50 shares that Start Corporation had repurchased from Amy against the proposal.

Start Corporation's articles of incorporation require an affirmative vote by the holders of two-thirds of the shares entitled to be voted to approve any proposal at a shareholders' meeting. The bylaws, on the other hand, require a unanimous vote of such shares to approve any proposal.

Your law firm represents Start Corporation. You have been asked to advise the firm's senior partner on whether the proposal received sufficient votes to be approved.Explain your conclusion.