Alan, Bettina, and Carl propose to set up a corporation to carry on a consulting business. The corporation will only have only common shares 20 percent will be held by each of Alan and Bettina, and 60 percent by Carl, based on their respective financial contributions. Alan and Bettina will run the business , while Carl will be a passive investor with no involvement in its daily activities. Nevertheless, Carl wants a veto over certain decisions, including all expenditures over $10 000 and all decisions regarding the hiring and firing of employees. Alan and Bettina agree that Carl should have such a veto. How should the corporation be structured to implement this arrangement ?