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

   1. (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. (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.
2. (b) Subject to other provisions of this article, unless the charter of a corporation provides otherwise, if two or more classes or series 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 or series entitled to vote on the matter.

3. (c)

   1. (1) This subsection applies to a corporation that:

      1. (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
      2. (ii) Is registered as an open-end investment company under the Investment Company Act of 1940.
   2. (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. (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.

Added by Acts 1975, c. 311, § 2, eff. July 1, 1975. Amended by Acts 2008, c. 292, § 1, eff. June 1, 2008; Acts 2019, c. 289, § 2, eff. Oct. 1, 2019.

Formerly Art. 23, §§ 11, 15, 34, 41, 42, 66, 74, 76.