§ 2-506. Quorum; voting

   (a) General rule. -- Unless this article or the charter of a corporation provides otherwise, at a meeting of stockholders:

   (1) The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting constitutes a quorum; and

   (2) A majority of all the votes cast at a meeting at which a quorum is present is sufficient to approve any matter which properly comes before the meeting.

(b) Two or more classes of stock entitled to vote separately. -- Subject to other provisions of this article, unless the charter of a corporation provides otherwise, if two or more classes of stock are entitled to vote separately on any matter for which this article requires approval by two-thirds of all the votes entitled to be cast, the matter shall be approved by two-thirds of all the votes of each class.

(c) Alternate requirements for certain corporations. --

   (1) This subsection applies to a corporation that:

      (i) Has a class of equity securities registered under the Securities Exchange Act of 1934 and at least three directors who are not officers or employees of the corporation; or

      (ii) Is registered as an open-end investment company under the Investment Company Act of 1940.

   (2) Unless the charter or bylaws of a corporation provide otherwise, at a meeting of stockholders the presence, in person or by proxy, of a majority of all votes entitled to be cast at the meeting constitutes a quorum.

   (3) For purposes of this subsection, a quorum provision in the bylaws of a corporation may not be less than one-third of the votes entitled to be cast at the meeting.

HISTORY: An. Code 1957, art. 23, § 11, 15, 34, 41, 42, 66, 74, 76; 1975, ch. 311, § 2; 2008, ch. 292.