Section 10-19.1-74 - Act of the shareholders1. Unless this chapter or the articles require a greater vote or voting by class and except for the election of directors which is governed by section 10-19.1-39, the shareholders shall take action by the affirmative vote of the holders of the greater of:a. A majority of the voting power of the shares present and entitled to vote on that item of business; or b. A majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum for the transaction of business at the meeting. If the articles require a larger proportion or number than is required by this chapter for a particular action, then the articles control.
2. In any case when a class or series of shares is entitled by this chapter, the articles of incorporation, or the terms of the shares to vote as a class or series, the matter being voted upon must also receive the affirmative vote of the owners of the same proportion of the shares as is required as provided in subsection 1, unless the articles of incorporation require a larger proportion. Unless otherwise stated in the articles or the bylaws in the case of voting as a class or series, the minimum percentage of the total voting power of shares of the class or series that must be present is equal to the minimum percentage of all shares entitled to vote required to be present under section 10-19.1-76.3. Unless otherwise provided in the articles or bylaws, shareholders may take action at a meeting by: b. Action without a meeting pursuant to section 10-19.1-75;c. Ballot pursuant to section 10-19.1-75.1; ord. Remote communication pursuant to section 10-19.1-75.2.