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It is 2030 and the sport of pickleball has swept the nation with such intensity that there is now a Major League of Pickleball, with

It is 2030 and the sport of pickleball has swept the nation with such intensity that there is now a Major League of Pickleball, with teams across the nation that compete to be the best pickleball team. The Denver Dills are the most recent team to join the Major League of Pickleball. The Denver Dills are structured as a corporation, and the team is incorporated in a jurisdiction that follows the Model Business Corporation Act, including Subchapter F. The largest shareholder of the Dills is Peter (40 percent); the rest of the corporation's shares are held by the general public. Denver Dills, Inc. is governed by a five-member board of directors: Peter (who serves as the chair of the board of directors and the corporation's CEO), Shikha (Peter's sister-in-law), Alicia (a local businesswoman), Yena (a local pastor), and Michael (a well-known local attorney). Playtime Pieces, Inc. is a local business that sells playsets for children that include slides, swings, monkey bars, and other similar equipment. Playtime Pieces has put in a bid to provide several of its playsets for the Denver Dill's stadium, so that children who attend the pickleball games can be entertained. In addition to his role with the Denver Dills, Peter is also a director and 30 percent shareholder of Playtime Pieces. Peter calls a Denver Dills board meeting to consider the Playtime Pieces bid. Only Alicia and Yena attend the meeting (along with Peter). At the start of the meeting, Peter makes all required disclosures regarding his conflict of interest with Playtime Pieces. Peter then initially leaves the meeting so that Alicia and Yena can deliberate on the Playtime Pieces' bid, but then Alicia and Yena later invite Peter into their meeting to ask him a few questions. Peter rejoins their ongoing meeting, answers their questions, and then breaks into a short speech about how Playtime Pieces is a fabulous company. Peter's speech concludes with him saying, "Look at me going on about how great that company is. My apologies. Please, Alicia and Yena, go ahead and vote on the bid. I will abstain." While Peter sits down in a chair in the corner of the room, Alicia and Yena vote to approve the transaction. At the next Denver Dills shareholders' meeting, the board submits a shareholder resolution to approve the selection of Playtime Pieces as the playset provider for the Dills' stadium. The Denver Dills' provide proper advance notice to the shareholders that this transaction will be voted on at the shareholders' meeting. Prior to the vote, Peter provides notice to the corporation's secretary that he is a conflicted director for purposes of the upcoming Playtime Pieces vote; Peter's written notice includes the number of shares that he owns in Playtime Pieces. The same information that Peter submitted to the corporation's secretary is also provided to the shareholders in their advance notice documentation prior to the shareholders' meeting. When the Playtime Pieces transaction comes up for a vote at the shareholders' meeting, Peter leaves the room entirely and does not vote. A majority of the shareholders then vote in favor of the Playtime Pieces transaction.

Are Alicia and Yena's votes alone sufficient to ensure the Playtime Pieces transaction is valid under the safe harbor provisions in MBCA Subchapter F? (Note: this question is not asking about what effect, if any, the shareholder vote may have on the transaction; those facts are covered in the next question.)

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