2013 Maryland Code
CORPORATIONS AND ASSOCIATIONS
§ 2-506 - Quorum; voting

§2-506.

(a) 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) 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) (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.