Md. Code, Corp. & Ass'ns § 2-506

Current with effective legislation from the 2021 Special Legislative Session
Section 2-506 - Quorum; voting
(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 or series 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 or series entitled to vote on the matter.
(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.

Md. Code, CA § 2-506

Amended by 2019 Md. Laws, Ch. 289,Sec. 2, eff. 10/1/2019.