§ 2-506
272 words·~1 min read·
/md/corporations-and-associations/2-506·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
§2–506.
(a)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)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.
(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.