ALBERT C. RITCHIE, GOVERNOR. 1201

21. All meetings of the stockholders or members shall be
held in this State, but meetings of members of any corpora-
tion having no capital stock may be held without the State
if the charter so provides. The presence, in person or by
proxy, of stockholders or members entitled to cast a majority
in number of votes, shall be necessary to constitute a quorum,
unless the charter otherwise provides; provided, however, that
building associations, athletic or social clubs, or mutual insur-
ance companies, whose policy-holders, for the time being, are
the members thereof, and corporations having no capital stock
may provide by their by-laws what shall constitute a quorum.
Except in cases in which it is by this article, or by charter or
by-law provision not inconsistent with this article, otherwise
provided, a majority of the votes cast, at a duly constituted
meeting, shall be sufficient to elect and pass any measure. If
so provided in the by-laws of any corporation having no capital
stock, any action required by law to be taken or authorized
by the affirmative vote of a majority or other designated pro-
portion of all of the members shall be effective and valid if
taken or authorized by not less than a majority or not less than
such other designated proportion, as the case may be, of all
of the votes thereon to which all of the members present, in
person or by proxy, at a duly constituted meeting shall be
entitled.

23. Each stockholder of every corporation of this State
having capital stock shall be entitled to one vote for every
share of stock standing in his name, unless otherwise provided
by the charter; but no shares, original or increased, shall be
voted by any holder if any installment payable thereon in
accordance with the terms of the subscription contract or duly
called thereon shall be overdue and unpaid. Notwithstanding
any provision of law requiring any action to be taken or author-
ized by the affirmative vote of the holders of a majority or
other designated proportion of the shares or of the shares of
each class, or by the affirmative vote of a majority or other
designated proportion of the members, or to be otherwise taken
or authorized by vote of the stockholders or members of any
corporation, such action shall be effective and valid if taken
or authorized by such vote of its stockholders or members as
may be required for such action by its charter; but in the
case of corporations having capital stock, the requisite number
of affirmative votes shall not in any case be less than a majority
in number of the aggregate number of votes to which the