17-6506.   Quorum; votes necessary to transactbusiness.Subject to the provisions of this act with respect to the vote that shall berequired for a specified action, the articles of incorporation or bylaws of anycorporation authorized to issue stock may specify the number of shares or theamount of other securities, or both, having voting power, the holders of whichshall be present or represented by proxy at any meeting in order to constitutea quorum for, and the votes that shall be necessary for, the transaction of anybusiness, but in no event shall a quorum consist of holders of less than 1/3 ofthe shares entitled to vote at the meeting, except that, where a separate voteby the holders of a class or series or classes or series is required, a quorumshall consist of no less than 1/3 of the holders of the shares of such class orseries or classes or series. In the absence of such specification in thearticles of incorporation or bylaws of the corporation:

      (a)   The holders of a majority of the shares entitled to vote, present inperson or represented by proxy, shall constitute a quorum at a meeting ofstockholders;

      (b)   in all matters other than the election of directors, the affirmative voteof the holders of a majority of shares who are present in person or representedby proxy at the meeting and entitled to vote on the subject matter shall be theact of the stockholders;

      (c)   directors shall be elected by a plurality of the votes of the sharespresent in person or represented by proxy at the meeting and entitled to voteon the election of directors; and

      (d)   where a separate vote by a class or classes or series is required, theholders of a majority of the outstanding shares of such class or classes orseries, present in person or represented by proxy, shall constitute a quorumentitled to take action with respect to that vote on that matter and theaffirmative vote of the holders of a majority of shares of such class orclasses or series who are present in person or represented by proxy at themeeting shall be the act of such class or classes or series.

      History:   L. 1972, ch. 52, § 59;L. 1988, ch. 99, § 25;Revived and amend., L. 1988, ch. 100, § 25;L. 1992, ch. 270, § 10;L. 2004, ch. 143, § 31; Jan. 1, 2005.