(a) Members entitled to vote on a matter may take action on the matter at a meeting only if a quorum of those members exists with respect to that matter. If there are no members entitled to vote as a separate class, unless sections 33-1000 to 33-1290, inclusive, the certificate of incorporation or bylaws provide otherwise, the members entitled to vote on the matter who are present at the meeting, either in person or by proxy, if voting by proxy is permitted pursuant to section 33-1072, constitute a quorum for action on the matter. If there are members entitled to vote on a matter as a separate class, the members entitled to vote as a separate class may take action on the matter at a meeting only if a quorum of that class exists with respect to that matter. Unless sections 33-1000 to 33-1290, inclusive, the certificate of incorporation or bylaws provide otherwise, the members of a class entitled to vote on the matter who are present at the meeting, either in person or by proxy, if voting by proxy is permitted pursuant to section 33-1072, constitute a quorum of that class for action on that matter.
(b) Once a member is represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
(c) Where any of sections 33-1000 to 33-1290, inclusive, requires for any purpose the vote of a designated proportion of the voting power of members entitled to vote on a matter, or of the members of any particular class entitled to vote thereon as a class, if a quorum exists, action on the matter, other than the election of directors, by such members or by the members of such a class, is approved if the votes cast favoring the action by the members voting or by the members of such a class voting, are in such designated proportion of the total votes cast by such members or by the members of such a class, unless the certificate of incorporation requires a greater vote.
(d) Where subsection (c) of this section is not applicable, if a quorum exists, action on a matter, other than the election of directors, by the members entitled to vote thereon, or by the members of any particular class entitled to vote thereon as a class, is approved if the votes cast by such members voting, or by the members of such class voting, favoring the action exceed the votes cast by such members, or by the members of such a class, opposing the action, unless the certificate of incorporation requires a greater vote.
(e) An amendment of a certificate of incorporation adding, changing or deleting a voting requirement is governed by section 33-1076. An amendment of a certificate of incorporation or bylaws adding, changing or deleting a quorum requirement is governed by section 33-1076.
(f) The election of directors is governed by section 33-1077.
(P.A. 96-256, S. 52, 209; P.A. 07-217, S. 148.)
History: P.A. 96-256 effective January 1, 1997; P.A. 07-217 made a technical change in Subsec. (d), effective July 12, 2007.
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