This excerpt taken from the TAYC DEF 14A filed Sep 15, 2008.
Proposal 1 Approval of the Issuance of Preferred Stock, the FIC Warrant and Shares of Common Stock Issuable Upon the Conversion of the Preferred Stock and the Exercise of the FIC Warrant
In accordance with Nasdaq Marketplace Rule 4350(i)(6) and our Second Amended and Restated By-laws, Proposal 1 with respect to the issuance of shares of Preferred Stock (including the issuance of the Preferred Stock to certain of our directors, officers and employees) and the issuance of shares of our common stock upon conversion of the Preferred Stock, and the related issuance to FIC of a warrant and the issuance of shares of our common stock upon exercise of that warrant, requires the affirmative vote of the holders of a majority of the shares of our voting stock, present in person or represented by proxy, with respect to such proposal at the Special Meeting. The aggregate number of votes entitled to be cast by all stockholders present in person or represented
by proxy at the Special Meeting, whether those stockholders vote For, Against or Abstain, will be counted for purposes of determining the minimum number of affirmative votes required for approval of this Proposal, and the total number of votes cast For this will be counted for purposes of determining whether sufficient affirmative votes have been cast. An abstention from voting on a matter by a stockholder present in person or represented by proxy at the meeting will have the same effect as a vote Against this Proposal. Broker non-votes will have no effect on the vote on this Proposal.