US Laws, Codes, Statutes & Cases

 
  § 608. Quorum at meeting of members.
    (a)  Members  entitled to cast a majority of the total number of votes
  entitled to be cast thereat shall constitute a quorum at  a  meeting  of
  members  for  the  transaction  of  any  business,  provided that when a
  specified item of business is required to be voted  on  by  a  class  of
  members,  voting  as a class, members entitled to cast a majority of the
  total number of votes entitled to be cast by such class shall constitute
  a quorum for the transaction of such specified items of business.
    (b) The certificate of incorporation or the by-laws  may  provide  for
  any lesser quorum not less than the members entitled to cast one hundred
  votes  or  one-tenth  of  the total number of votes entitled to be cast,
  whichever is lesser, and may, under section 615 (Greater requirement  as
  to quorum and vote of members), provide for a greater quorum.
    (c)  Action  to  amend  the certificate of incorporation or by-laws to
  conform to paragraph (b) may be taken at a special meeting of members at
  which the quorum requirements applicable to the corporation  immediately
  prior  to  the  effective date of this chapter are fulfilled, but action
  may be taken only once under this paragraph.
    (d) The members present may adjourn the meeting despite the absence of
  a quorum.
    (e) If for any reason it has proved to be  impractical  or  impossible
  for  a  corporation  to obtain a quorum in order to conduct a meeting of
  its members in the manner prescribed by its certificate or by-laws or by
  statute, then upon the petition of a  director,  officer  or  member  on
  notice  to  the attorney general or by the attorney general, the supreme
  court may in its discretion dispense with the requirement as to  quorums
  that  would  otherwise  be  imposed  by the corporation's certificate or
  by-laws or by statute. The  petition  shall  set  forth  the  reasonable
  efforts  the  corporation  has  made  to  obtain a quorum, including the
  manner in which the corporation provided notice to its members of  prior
  meetings.  The  supreme court shall, in an order issued pursuant to this
  section, provide for a method of  notice  reasonably  designed  to  give
  actual  notice  to  all  persons  who  would  be entitled to notice of a
  meeting held pursuant to the certificate  or  by-laws  or  the  statute,
  whether  or  not the method results in actual notice to all such persons
  or conforms to the notice requirements that would otherwise apply. In  a
  proceeding  under  this  section  the  court  may  determine who are the
  members of the corporation.