Section 2-506 - Quorum; voting. - Maryland Statutes

§ 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 of each class. 

(c)  Alternate requirements for certain corporations.-  

(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. 
 

[An. Code 1957, art. 23, §§ 11, 15, 34, 41, 42, 66, 74, 76; 1975, ch. 311, § 2; 2008, ch. 292.]