MARVIN MANDEL, Governor

1585

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
[[ENTITLED TO BE CAST]] OF EACH [[OF THE CLASSES]] CLASS.

REVISOR'S NOTE: Subsection (a) of this section
synthesizes without substantive change the
provisions of present Art. 23, §§ 41 and
42(a). Present § 42(b) and (c), which permit
a corporation to raise or lower the proportion
of votes, within certain limits, appear in
Subtitle 1 of this title.

The requirement that the quorum be present at
a "duly called" meeting is deleted as
unnecessary since, in any event, stockholders
may act at any Meeting by unanimous consent.

Subsection (b) of this section is new language
derived without substantive change from those
provisions of Art. 23, §§11(c)(3), 15(b)(3),
34(b)(3), 66(d), 71(b)(3), and 76 (a) (2) (iii)
relating to the situation when two or tore
classes of stock are entitled to vote
separately on a matter. Generally speaking,
this article requires two—thirds of all the
votes entitled to be cast on the matter for
the following actions: consolidations,
mergers, transfers of assets, dissolution,
revival of charter, amendments to the charter,
and reductions in stated capital. See