I've posted earlier that I don't like changing the rules
at the end of the final quarter.
But since Carl has challenged me, here's a way to do it that I think keeps it fair to all parties:
1. The board votes to change the rule so that for any takeover bid, only the votes which are cast are counted.
2. The board postpones the vote for another month (or longer mutually agreed time period).
3. At the end of that time the shareholders vote on each offer starting with the highest offered price and going to the lowest. In order for a lower bid to win, it has to have more votes than a higher bid if a higher bid had enough votes to be accepted.
So Carl's bid would be voted on first, and if accepted, Mike's would have to garner more support than Carl's did. If exactly the same, the higher bid wins.