THEODORE R. MCKELDIN, GOVERNOR 301

under the charter for the vote necessary for the adoption of
any measure.

38. (Votes Required. ) (a) A majority of the votes cast at
a meeting of stockholders, duly called and at which a quorum
is present, shall be sufficient to take or authorize action upon
any matter which may properly come before the meeting, un-
less more than a majority of votes cast is required by this
Article or by the charter.

(b) Any corporation may by its charter require for any
purpose the concurrence of a greater proportion of the votes
of all classes or of any class of stock than required by this
Article for such purpose.

(c) Notwithstanding any provision of this Article requir-
ing a greater proportion than a majority of the votes of all
classes or of any class of stock entitled to be cast, to take or
authorize any action, any corporation may by its charter pro-
vide that such action may be taken or authorized upon the
concurrence of a smaller proportion, but not less than a ma-
jority, of the aggregate number of the votes entitled to be cast
thereon, and any action taken or authorized in accordance
with such charter provision shall be valid and effective.

39. (Voting of Shares. ) (a) Unless the charter provides
for a greater or less number of votes per share or limits or
denies voting rights, each outstanding share of stock, regard-
less of class, shall be entitled to one vote on each matter sub-
mitted to a vote at a meeting of stockholders; but no share
shall be entitled to any vote if any installment payable thereon
is overdue and unpaid.

(b) With respect to all shares having voting rights:

(1) Shares of its own stock owned directly or indirectly
by a corporation shall not be voted at any meeting and shall
not be counted in determining the total number of outstand-
ing shares entitled to vote at any given time, but shares of
its own stock held by it in a fiduciary capacity may be voted
and shall be counted in determining the total number of out-
standing shares at any given time. Shares of its own stock
shall be deemed to be owned indirectly by the corporation
if owned by another corporation in which the corporation owns
shares entitled to more than 50% of the votes entitled to be
cast by all shares outstanding and entitled to vote.

(2) A stockholder may vote the shares owned of record by
him either in person or by proxy executed in writing by the
stockholder or by his duly authorized attorney-in-fact. No