Article 65.--MEETINGS, ELECTIONS, VOTING AND NOTICES
17-6506.Quorum; votes necessary to transact
business.
Subject to the provisions of this act with respect to the vote that shall be
required for a specified action, the articles of incorporation or bylaws of any
corporation authorized to issue stock may specify the number of shares or the
amount of other securities, or both, having voting power, the holders of which
shall be present or represented by proxy at any meeting in order to constitute
a quorum for, and the votes that shall be necessary for, the transaction of any
business, but in no event shall a quorum consist of holders of less than 1/3 of
the shares entitled to vote at the meeting, except that, where a separate vote
by the holders of a class or series or classes or series is required, a quorum
shall consist of no less than 1/3 of the holders of the shares of such class or
series or classes or series. In the absence of such specification in the
articles of incorporation or bylaws of the corporation:
(a) The holders of a majority of the shares entitled to vote, present in
person or represented by proxy, shall constitute a quorum at a meeting of
stockholders;
(b) in all matters other than the election of directors, the affirmative vote
of the holders of a majority of shares who are present in person or represented
by proxy at the meeting and entitled to vote on the subject matter shall be the
act of the stockholders;
(c) directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote
on the election of directors; and
(d) where a separate vote by a class or classes or series is required, the
holders of a majority of the outstanding shares of such class or classes or
series, present in person or represented by proxy, shall constitute a quorum
entitled to take action with respect to that vote on that matter and the
affirmative vote of the holders of a majority of shares of such class or
classes or series who are present in person or represented by proxy at the
meeting 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.
Article 65.--MEETINGS, ELECTIONS, VOTING AND NOTICES
17-6506.Quorum; votes necessary to transact
business.
Subject to the provisions of this act with respect to the vote that shall be
required for a specified action, the articles of incorporation or bylaws of any
corporation authorized to issue stock may specify the number of shares or the
amount of other securities, or both, having voting power, the holders of which
shall be present or represented by proxy at any meeting in order to constitute
a quorum for, and the votes that shall be necessary for, the transaction of any
business, but in no event shall a quorum consist of holders of less than 1/3 of
the shares entitled to vote at the meeting, except that, where a separate vote
by the holders of a class or series or classes or series is required, a quorum
shall consist of no less than 1/3 of the holders of the shares of such class or
series or classes or series. In the absence of such specification in the
articles of incorporation or bylaws of the corporation:
(a) The holders of a majority of the shares entitled to vote, present in
person or represented by proxy, shall constitute a quorum at a meeting of
stockholders;
(b) in all matters other than the election of directors, the affirmative vote
of the holders of a majority of shares who are present in person or represented
by proxy at the meeting and entitled to vote on the subject matter shall be the
act of the stockholders;
(c) directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote
on the election of directors; and
(d) where a separate vote by a class or classes or series is required, the
holders of a majority of the outstanding shares of such class or classes or
series, present in person or represented by proxy, shall constitute a quorum
entitled to take action with respect to that vote on that matter and the
affirmative vote of the holders of a majority of shares of such class or
classes or series who are present in person or represented by proxy at the
meeting 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.
Article 65.--MEETINGS, ELECTIONS, VOTING AND NOTICES
17-6506.Quorum; votes necessary to transact
business.
Subject to the provisions of this act with respect to the vote that shall be
required for a specified action, the articles of incorporation or bylaws of any
corporation authorized to issue stock may specify the number of shares or the
amount of other securities, or both, having voting power, the holders of which
shall be present or represented by proxy at any meeting in order to constitute
a quorum for, and the votes that shall be necessary for, the transaction of any
business, but in no event shall a quorum consist of holders of less than 1/3 of
the shares entitled to vote at the meeting, except that, where a separate vote
by the holders of a class or series or classes or series is required, a quorum
shall consist of no less than 1/3 of the holders of the shares of such class or
series or classes or series. In the absence of such specification in the
articles of incorporation or bylaws of the corporation:
(a) The holders of a majority of the shares entitled to vote, present in
person or represented by proxy, shall constitute a quorum at a meeting of
stockholders;
(b) in all matters other than the election of directors, the affirmative vote
of the holders of a majority of shares who are present in person or represented
by proxy at the meeting and entitled to vote on the subject matter shall be the
act of the stockholders;
(c) directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote
on the election of directors; and
(d) where a separate vote by a class or classes or series is required, the
holders of a majority of the outstanding shares of such class or classes or
series, present in person or represented by proxy, shall constitute a quorum
entitled to take action with respect to that vote on that matter and the
affirmative vote of the holders of a majority of shares of such class or
classes or series who are present in person or represented by proxy at the
meeting 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.