Current through Session Law 2024-56
Section 55-7-25 - Quorum and voting requirements for voting groups(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of that voting group exists with respect to that matter, except that, in the absence of a quorum at the opening of any meeting of shareholders, such meeting may be adjourned from time to time by the vote of a majority of the votes cast on the motion to adjourn. Unless the articles of incorporation, a bylaw adopted by the shareholders, or this act provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.(b) Once a share is represented for any purpose at a meeting, it 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) If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation, a bylaw adopted by the shareholders, or this Chapter requires a greater number of affirmative votes.(d) An amendment of the articles of incorporation or bylaws adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) is governed by G.S. 55-7-27.(e) The election of directors is governed by G.S. 55-7-28.(f) Whenever a provision of this Chapter provides for voting by one or more series as separate voting groups, unless otherwise provided in this Chapter, the requirement provided in G.S. 55-10-04(c) for amendments of articles of incorporation apply to that provision.N.C. Gen. Stat. § 55-7-25
Amended by 2018 N.C. Sess. Laws 45,s. 4, eff. 10/1/2018. 1901, c. 2, s. 39; Rev., s. 1182; C.S., s. 1175; 1927, c. 138;G.S., s. 55-112; 1955, c. 1371, s. 1; 1973, c. 469, ss.21, 22; 1989, c. 265, s. 1; 1991, c. 645, s. 16 (a) .