10-725. Quorum and voting requirements for
voting groups
A. Shares entitled to vote as a separate voting group may take action on a matter
at a meeting only if the quorum of those shares exists with respect to that
matter. Unless the articles of incorporation or chapters 1 through 17 of this title
provide otherwise, a majority of the votes entitled to be cast on the matter by the
voting group constitutes a quorum of that voting group for action on that matter.
B. Unless otherwise provided in the articles of incorporation or bylaws, once a
share is represented for any purpose at a meeting, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that meeting unless
a new record date is or must be set for that adjourned meeting.
C. If a quorum exists, action on a matter, other than the election of directors, by
a voting group is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless the articles of incorporation or
chapters 1 through 17 of this title require a greater number of affirmative votes.
D. An amendment of articles of incorporation adding, changing or deleting a quorum
or voting requirement for a voting group greater than specified in subsection A or C of
this section is governed by section 10-727.
E. The election of directors is governed by section 10-728.
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