§ 7-1.2-705 - Quorum of shareholders required for shareholders' action.
SECTION 7-1.2-705
§ 7-1.2-705 Quorum of shareholdersrequired for shareholders' action. – (a) Unless otherwise provided in the articles of incorporation or bylaws, amajority of the shares entitled to vote, represented in person or by proxy,constitutes a quorum at a meeting of shareholders, but in no event does aquorum consist of less than one-third (1/3) of the shares entitled to vote atthe meeting. If a quorum is present, unless the vote of a greater number orvoting by classes is required by this chapter or the articles of incorporationor bylaws, in all matters other than the election of directors, the affirmativevote of the majority of shares present in person or represented by proxy at themeeting and entitled to vote on the subject matter is the act of theshareholders.
(b) Directors are elected by a plurality of the votes of theshares present in person or represented by proxy at the meeting and entitled tovote on the election of directors. No amendment to the bylaws made by the boardof directors pursuant to § 7-1.2-203 may require a greater number orvoting by classes.