§ 55-7-25. Quorum and voting requirements for voting groups.
§55‑7‑25. Quorum and voting requirements for voting groups.
(a) Shares entitled tovote as a separate voting group may take action on a matter at a meeting onlyif a quorum of that voting group exists with respect to that matter, exceptthat, in the absence of a quorum at the opening of any meeting of shareholders,such meeting may be adjourned from time to time by the vote of a majority ofthe votes cast on the motion to adjourn. Unless the articles of incorporation,a bylaw adopted by the shareholders, or this act provides otherwise, a majorityof the votes entitled to be cast on the matter by the voting group constitutesa quorum of that voting group for action on that matter.
(b) Once a share isrepresented for any purpose at a meeting, it is deemed present for quorumpurposes for the remainder of the meeting and for any adjournment of thatmeeting 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 isapproved if the votes cast within the voting group favoring the action exceedthe votes cast opposing the action, unless the articles of incorporation, abylaw adopted by the shareholders, or this Chapter requires a greater number ofaffirmative votes.
(d) An amendment of thearticles of incorporation or bylaws adding, changing, or deleting a quorum orvoting requirement for a voting group greater than specified in subsection (a)or (c) is governed by G.S. 55‑7‑27.
(e) The election ofdirectors is governed by G.S. 55‑7‑28. (1901, c. 2, s. 39; Rev., s.1182; C.S., s. 1175; 1927, c. 138; G.S., s. 55‑112; 1955, c. 1371, s. 1;1973, c. 469, ss. 21, 22; 1989, c. 265, s. 1; 1991, c. 645, s. 16(a).)