This excerpt taken from the STBC DEF 14A filed Oct 9, 2009.
Purposes of the Amendment
Our Board of Directors is committed to eliminating restrictions on Stockholders rights and believes that reducing the supermajority voting provisions required to approve business combinations will increase our Stockholders ability to effectively participate in corporate governance. Supermajority voting requirements, such as those required by our current Certificate of Incorporation, give minority stockholders more leverage over certain business combinations, which may serve as an obstacle for approvals of transactions which would increase overall Stockholder value. Eliminating such supermajority provisions will also avoid the costs associated with seeking supermajority approval from disinterested Stockholders for a business combination which the Board has already determined to be in the best interests of the Company and it Stockholders. Such provision may also be viewed more favorably by the investment community.
Generally, our By-Laws provide that a majority of directors present and voting at any meeting of the Board shall decide each matter considered. Our Board of Directors believes that reducing supermajority voting requirements for Board approval of certain business combinations will conform the necessary Board-level approval requirement for business combinations to the Board of Director approval requirements with respect to most other matters and is consistent with the reduction of supermajority voting requirements for the Stockholder approval of such business combinations.