Provides carve outs of corporate matters that require special approval, either by a percentage of the directors or shareholders. These are usually fundamental changes in the company (which may also require an amendment to the articles, depending on what the appropriate corporate legislation says, eg. see s. 175 of the CBCA), such as changes to capital structure, issuing debt, non-arm's length transactions, amalgamation, winding-up, partnerships, joint ventures, etc.